Common use of Form S-3 Clause in Contracts

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in subsection 1.2(a) above, if Holders holding thirty percent (30%) or more of the Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for the public offering of shares of Registrable Securities and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however, the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders Act; (b) if the Company, within twenty (20) days of the receipt of the request of the notice described in subsection 1.4(a), gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), and does so file within said one hundred twenty (120) day period and makes reasonable efforts to cause such registration to become effective; (c) during a period of one hundred eighty (180) days following the effective date of a registration statement other than registration statements filed pursuant to this Section 2(Csubsection 1.4; (d) and any Holder or if the Company shall furnish to the Holders joining in such request, as and if specified in requesting registration under section 1.4(a) a written request received certificate signed by the President or Chief Executive Officer of the Company within 10 stating that in the good faith judgment of the Board of Directors, it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred (120) days after the furnishing of such written noticea certificate of deferral; provided, may participate however, that the Board of Directors shall not exercise such right to defer a filing more than once in the registration, provided that any period of twelve (12) consecutive months period; or (e) if the registration is for an underwritten offeringCompany has, within the terms twelve (12) month period preceding the date of Section 2(A)(2) shall apply a request to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all register shares of Registrable Securities on Form S-3 to already effected two registrations on Form S-3 for the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSubsection 1.4.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in subsections 1.2 and 1.3 above, if Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of Registrable Securities, and the Company is then a registrant entitled to use Form S-3 to register shares for such an offering, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. The Company shall use its best efforts to qualify cause such registration statement to remain effective for at least one hundred twenty (120) days, or until the distribution described in the registration on Form S-3 for secondary sales. After the Company statement has qualified for the use of Form ▇-▇been completed, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders)whichever occurs first; provided, provided that however the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless (a) at any time prior to six (6) months following the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000Merger Closing Date; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C(b) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (c) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (d) during a period of ninety (90) days following the effective date of any registration statement filed under the Securities Act (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities); (e) if the Company has effected two (2) registrations pursuant to this subsection 1.4 within the previous twelve (12) months, provided, however, in the event the Company does not exercise best efforts to cause a registration statement to remain effective for at least one hundred twenty (120) days, or regulations thereunderuntil the distribution is completed, whichever occurs first, then such registration shall not be deemed effected for the purposes of the limitations of this Section 1.4(d); or (f) if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.4 more than once in any twelve (12) month period. In the event such Initiating Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to registration pursuant to subsection 1.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall give written notice to (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters. Notwithstanding any other provision of this subsection 1.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the receipt number of a request for registration pursuant shares to this Section 2(C) and any Holder or be underwritten, the Initiating Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate shall so advise all Holders participating in the registration, provided that if and the registration is for an underwritten offering, the terms number of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution respective amounts of Registrable Securities held by such Holders. If any Holder disapproves of the terms of the underwriting, such Holder may elect to its partnerswithdraw therefrom by written notice to the Company, the registration underwriter and the Initiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall provide for the resale by be withdrawn from such partners, if requested by such Holderregistration.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified is eligible for the use of Form ▇-▇S-3 (or any future form that is substantially equivalent to the current Form S-3 or any foreign equivalent if the Registrable Securities are listed on an exchange outside the United States) as soon as it is eligible, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder1.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 1.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best diligent efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (b) if the Company has effected two or more registrations on Form S-3 in the preceding twelve (12) months. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 1.2 or 1.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C1.9 for any of the reasons set forth in Section 1.2(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 1.9 with equal force). In addition, any registration pursuant to this Section 1.9 shall be subject to the provisions of Section 1.2(b), which shall be deemed to apply to the obligations under this Section 1.9 with equal force, except that any reference therein to Section 1.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 1.9.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting who join in such registration pursuant to the terms hereof propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. (ii) Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder such Holders could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof Warburg Pincus for purposes of disposition. In the event any Holder Warburg Pincus requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such HolderWarburg Pincus.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales(or any future form that is substantially equivalent to the current Form S-3). After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding and not registered shall have the right to request an unlimited number of in writing registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best diligent efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C2.9 for any of the reasons set forth in Section 2.2(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 2.9.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth -------- in subsection 1.2 above, if any Holder requests that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed $1,000,000 and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) if the Company, within ten (10) days of the receipt of the request of such Holder(s), gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities); (c) during a period of ninety (90) days following the effective date of a registration statement; (d) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed on or regulations thereunderbefore the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than sixty (60) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.4 more than once in any twelve (12) month period. In the event such Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be selected by a majority in interest of the such Holders and shall be reasonably acceptable to the Company, provided, however, that in the event such underwriter(s) is (are) not reasonably acceptable to the Company, the Company shall be required to furnish to the Holders, within twenty (20) days of the receipt of the request for registration from Holders pursuant to this subsection 1.4, the names of at least 2 underwriters acceptable to the Company, who agree to act as underwriter for the proposed offering on terms no less favorable to the Holders than those terms proposed in writing by the underwriter(s) selected by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) subsection 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) subsection 1.2(b), including without limitation the provisions relating to the exclusion of other securities prior to any reduction of Registrable Securities in any Underwriting, shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (the right to one such request shall be exercisable only by Thornwood (the “Thornwood Right”), the right to one such request shall be exercisable only by the Trust (the “Trust Right”), and the right to one such request shall be exercisable by Thornwood after it has exercised the Thornwood Right, by the Trust after it has exercised the Trust Right, or by another Holder; and any such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. (ii) Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities Securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company in which Securities held by the requesting Holder could have been included for sale or distribution (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period; or (v) If the Company shall furnish to the Holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any six-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, ; provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following its initial public offering, the Initial Public OfferingCompany shall timely file all reports required to be filed with the SEC under the Exchange Act and shall otherwise use reasonable efforts to qualify for registration on SEC Form S-3 or any comparable or successor form promulgated by the SEC. If the Company becomes eligible to use SEC Form S-3 or a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration on Form S-3 for secondary salesor such successor form. After One or more of the Company has qualified for Holders other than the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Founder shall have the right to request an unlimited number and have effected one registration per year of registrations shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities and having an aggregate proposed offering price exceeding $1,000,000 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderHolders). The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C9.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 9.3 to become effective prior to the later of (i) and 90 days following the effective date of a registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any Holder or Holders joining in such requestother similar rule of the SEC under the Securities Act is applicable), as and if specified in a written the request for registration has been received by the Company within 10 days after subsequent to the giving of written notice by the Company made in good faith to the Holders holding Registrable Securities and Founder Securities that the Company is commencing to prepare a Company-initiated registration statement, and (ii) the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten SEC Rule 144A or a registered public offering of equity securities of the Company, such written noticeperiod not to exceed 180 days; provided, may participate however, that the Company shall use its best efforts to achieve such effectiveness promptly following the end of the period set forth in the registrationclauses (i) or (ii) above, provided that as applicable, if the request pursuant to this Section 9.3 has been made prior to the expiration of such period. The Company may postpone the filing of any registration is statement required hereunder for an underwritten offeringa reasonable period of time, not to exceed 60 days during any twelve-month period, if the terms Company has been advised by legal counsel that such filing would require the disclosure of Section 2(A)(2) shall apply to all participants a material transaction or other factor and the Company determines reasonably and in good faith that such offeringdisclosure would have a material adverse effect on the Company. Subject to the foregoing, the Company will shall use its best efforts to effect promptly the registration of all shares of Registrable Securities Common Stock on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event If so requested by any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of registration under this Section 9.3, the Company shall take such steps as are required to register such Holder's Registrable Securities or Founder Securities for sale on a delayed or continuous basis under SEC Rule 415, and to its partners, the keep such registration shall provide effective for the resale by such partners, if requested by shorter of (x) six months or (y) until all of such Holder's Registrable Securities or Founder Securities registered thereunder are sold.

Form S-3. Following At any time on or after the Initial Public Offeringfirst anniversary of the date hereof, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Initiating Holder(s) shall have the right to request an unlimited number of registrations three (3) Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c): 1. Unless (i) unless the Holder or Holders requesting registration Registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of any Selling Expenses) of more than $5,000,000; 2. Within 180 (ii) within one hundred eighty (180) days of the effective date of the most recent registration Registration pursuant to this Section 2(C2(c) in which securities Securities held by the requesting Holder could have been included for sale or distribution; or; 3. In (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to Securities of the Company (other than a Registration of Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period; (v) if the Company shall furnish to the Holder(s) requesting a registration certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holder(s); provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period; or (vi) if Form S-3 is not then available for such offering by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration Registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationRegistration, provided that if the registration Registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration Registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration Registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration Registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following If the Initial Public OfferingCompany becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 for secondary sales. After the Company has qualified for the use or such successor form, and (b) holders of Form ▇-▇Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, ▇▇▇▇▇▇▇ Pincus if any) in excess of $500,000 shall have the right on one or more occasions to request an unlimited number and have effected the registration of registrations their Shares on Form S-3 or such successor form (such requests shall be in writing and shall state the number of shares of Registrable Securities Shares to be disposed of and the intended method of disposition of shares such Shares by such holdersInvestor(s) or Founder(s), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to including for purposes of this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder5.3 all Permitted Transferees). The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities Shares on Form S-3 or such successor form to the extent requested by the Holder such Investor(s) or Holders thereof for purposes of dispositionFounder(s). In the event any Holder requests a registration pursuant to this Section 2(CIf so requested by such Investor(s) or Founder(s) in connection with a distribution of Registrable Securities to its partnersregistration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall provide have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the resale Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by such partnersthe Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such Holdereffectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Initiating Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. (ii) Within 180 ninety (90) days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) During the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, a registration on any registration form (including Form S-4) which does not permit secondary sales or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period; or (v) If the Company shall furnish to the Holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its stockholders, partners, members or holders of other beneficial or equity interests, the registration shall provide for the resale by such partnersPersons, if requested by such Holder.

Form S-3. Following the Initial Public Offering, Offering the Company shall use its best efforts to qualify for registration on Form S-3 (or any equivalent successor form) for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of up to nine (9) registrations on Form S-3 (one of which may be exercised by War6urg, one of which may be exercised by Biotech Target, one of which may be exercised by PharmaBio Development, Inc. ("PharmaBio"), one of which may be exercised by the MPM Group (as defined in the Stockholders' Agreement)) and five (5) of which may be exercised by New Investors holding a majority of Registrable Securities held by all of the New Investors (such requests shall be `in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 4 unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having that are expected to have an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;3,000,000. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 4 within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 4 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be required to effect a registration pursuant to this Section 4 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) If at the time of any request to register Registrable Securities pursuant to this Section 2, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 3 or is engaged in any financing, acquisition or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may, at its option, direct that such request be delayed for the shortest reasonable period of time not in excess of 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any one-year period. In any such event, the Company shall promptly give the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. The Company shall give prompt written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C4 and as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request, request as and if are specified in a written request received by the Company within 10 ten (10) business days after such written notice, may participate in notice from the registration, Company is given; provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales(any future form that is substantially equivalent to the current Form S-3). After Once qualified, the Company has qualified for the use Holders of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000. In the event Nothing in this Section 2.9 shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C) 2.9 for any of the reasons set forth in connection Section 2.2(a)(ii)(B), (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 2.9.

Form S-3. Following If, on or after the Initial Public OfferingLockup Period but prior to the Registration Rights Expiration Point, the Company shall use is eligible to effect a registration of its best efforts to qualify for registration on securities under Form S-3 for secondary sales. After (or a successor form), the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall Holders will have the right to request an and have effected unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed on Form S-3 as long as the aggregate proposed offering price is not less than $500,000 for such registration. Upon written request of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the a Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price delivered to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoingCompany, the Company will use its best all reasonable efforts to effect promptly cause the registration of all shares of Registrable Securities on Form S-3 or such successor form to the extent requested by the Holder Holder. All expenses incurred in connection with such registration requested pursuant to this SECTION 5.4 shall be borne by the Holder; provided, however, that if the Company for its own account or Holders thereof for purposes any other holder of dispositionshares elects to register its shares as permitted below, the expenses of such registration shall be borne pro rata by all parties to the registration based upon the ratio that the number of such shares registered by such entity bears to the total number of shares to be registered. In the event connection with any Holder requests a such registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partnersSECTION 5.4, the Company will in good faith use its best efforts to keep such expenses to be incurred by the Holders at a reasonable level (consistent with registrations of a similar nature and form). Any registration shall provide statement filed pursuant to this SECTION 5.4 may include other securities of the Company, with respect to which "piggy back" registration rights have been granted, and may include securities of the Company being sold for the resale by such partnersaccount of the Company; provided, if requested by such Holderhowever, that any cutback shall be dealt with in the same manner as provided in SECTION 5.3.

Form S-3. Following The Company meets the Initial Public Offering, the Company shall use its best efforts to qualify requirements for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3 under the Act and has prepared and filed, ▇▇▇▇▇▇▇ Pincus shall have or will file, with the right to request Commission an unlimited number of registrations automatic shelf registration statement on Form S-3 (S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares and other securities of the Company. Such Registration Statement, including any amendments thereto filed prior to the Execution Time or prior to any such requests shall be in writing and shall state the number of shares of Registrable Securities time this representation is repeated or deemed to be disposed made, became effective upon filing and no stop order suspending the effectiveness of the Registration Statement has been #95429626v5 #95429626v9 issued under the Act and the intended method of disposition of shares by such holders)no proceedings for that purpose have been instituted or are pending or, provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days knowledge of the effective date Company, are contemplated or threatened by the Commission, and any request on the part of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have Commission for additional or supplemental information has been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereundercomplied with. The Company shall give written notice file with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b) promptly after the Execution Time (but in any event in the time period prescribed thereby). As filed, the Prospectus complied in all Holders material respects with the requirements of the receipt Act and the rules thereunder, and, except to the extent the Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Managers prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of a request for registration Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to this Section 2(C) Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any Holder reference herein to the terms “amend,” “amendment” or Holders joining in such request“supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as and if specified in a written request received the case may be, deemed to be incorporated therein by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offeringreference. Subject to Notwithstanding the foregoing, the Company will use its best efforts representations and warranties in this subsection shall not apply to effect promptly statements in or omissions from the registration of all shares of Registrable Securities on Form S-3 Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the extent requested Company in writing by the Holder or Holders thereof Managers relating to the Managers expressly for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holderuse therein.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales(or any future form that is substantially equivalent to the current Form S-3) as soon as it is eligible. After the Company has qualified for the use of Form ▇S-3, the Holders of at least twenty percent (20%) of the shares constituting the then-▇, ▇▇▇▇▇▇▇ Pincus outstanding shares of Preferred Stock on an as-converted to Common Stock basis plus the then-outstanding Common Stock that were issued upon the conversion of shares of Preferred Stock previously held by such Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder3.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 3.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best diligent efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 3.2 or 3.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C3.9 for any of the reasons set forth in Section 3.2(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 3.9 with equal force). In addition, any registration pursuant to this Section 3.9 shall be subject to the provisions of Section 3.2(b), which shall be deemed to apply to the obligations under this Section 3.9 with equal force, except that any reference therein to Section 3.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 3.9.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3 -------- or a successor form, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have have, in addition to the rights set forth in subsection 2.2 above, the right to request an unlimited number of registrations on Form S-3 (such requests shall be made by the Initiating Holders, shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (1) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 2.4 within one (1) year of the effective date of a prior registration effected pursuant to subsections 2.2, 2.3 or 2.4. 1. Unless (2) The Company shall not be required to effect a registration pursuant to this subsection 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder1,000,000. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) subsection 2.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationregistration and in any event at least fifteen (15) days after receipt of such notice by such Holders, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 2.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of up to four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000[insert dollar amount to 5% of the sum of (1) the total aggregate Series B-1 Purchase Price (as defined in the Investment Agreement) that is paid by all of the Investors under the Investment Agreement for Series B-1 Shares (as defined in the Investment Agreement)and (2) the total aggregate Series B-2 Purchase Price that is paid by all of the Investors under the Investment Agreement for Series B-2 Shares (as defined in the Investment Agreement)]; 2. (ii) Within 180 one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date three(3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan); provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than thirty (30) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or 2(c)and shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration; provided, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best all commercially reasonable efforts to qualify for registration on Form S-3 for secondary salesS-3. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders holding no less than 20% of the Registrable Securities or a Series C Holder shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (A) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000, (B) with respect to a request from a Series C Holder, at any time when the Company has effected two registrations requested by Series C Holders pursuant to this Section 2.9 during the preceding 12-month period, or (C) with respect to a request from a Junior Holder, at any time when the Company has effected one registration requested by Junior Holders pursuant to this Section 2.9 during the preceding 12-month period. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C2.9 for any of the reasons set forth in Section 2.2(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 2.9. Subject to the foregoing, the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to its partners, be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.9 shall not be counted as requests for registration shall provide for the resale by such partners, if requested by such Holdereffected pursuant to Section 2.2.

Form S-3. Following After the Initial Public Offeringfirst public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify for registration and remain qualified to register securities on Form S-3 for secondary sales(or any successor form) under the Securities Act. After The holders of the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Registrable Securities shall have the right to request an unlimited any number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders), provided that the . The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2.8 if, in the Holder good faith judgment of the Company, such registration will hinder or Holders interfere with a concurrent or proposed security issuance of, or acquisition by, the Company or if the holder or holders requesting registration propose to dispose of shares of the Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more less than $5,000,000; 2500,000. Within 180 days of the effective date of the most recent registration pursuant This Section shall not be interpreted to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which restrict the Company would be required from acquiring its own shares or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless require the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereundersell its own shares. The Company shall give written notice to all Holders holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.8 and any Holder or Holders joining in such request, as and if specified in shall provide a written request received by the Company within 10 days after such written notice, may reasonable opportunity for other holders of Registrable Securities to participate in the registration, provided that if . The Company shall not permit to be registered in any such registration under this Section 2.8 any Equity Securities of the registration is for an underwritten offering, Company which are not Registrable Securities unless the terms holders of Section 2(A)(2) shall apply Registrable Securities are able to register and sell all participants Registrable Securities which they desire to register and sell in such offeringregistration. Subject to the foregoing, the Company will use its best efforts efforts, in each case, to effect promptly the registration of all shares of the Registrable Securities on Form S-3 to the extent requested by the Holder holder or Holders holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best commercially reasonable efforts to qualify maintain its qualification for registration on Form S-3 for secondary sales. After The Initiating Holder shall, at any time on or after the Company has qualified for second anniversary of the use of Form ▇-▇date hereof, ▇▇▇▇▇▇▇ Pincus shall have the right to collectively request an unlimited number of two (2) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Initiating Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,0002,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C(ii) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2(c), the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within sixty (60) days, other than pursuant to a Special Registration Statement; (iv) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities pursuant to this Section 2(c) (an "S-3 Registration") should not be made or continued because of a Valid Business Reason, the Company may (x) postpone filing a registration statement relating to a S-3 Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a S-3 Registration, if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below), the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Holders shall have the rights set forth in this Section 2(c) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 2(c), (i) within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the Holders but the Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration or (ii) if Form S-3 (or any successor form then in effect) is not available for such offering by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, After the Company has qualified as a registrant whose securities may be sold pursuant to Form S-3, it shall use its best efforts to qualify for registration on Form S-3 for secondary salesupon the request of any Holder notify such Holder that it so qualifies. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of not less than one percent (1%) of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):4 within 180 days of the effective date of any registration referred to in Sections 2 and/or 3 above. 1. Unless (b) The Company shall not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $200,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration two registrations pursuant to this Section 2(C) 4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 12 month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 2.

Form S-3. Following the Initial Public Offering, the The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of up to four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000[insert dollar amount to 5% of the sum of (1) the total aggregate Series A Purchase Price (as defined in the Investment Agreement) and (2) the total aggregate Series B-1 Purchase Price that is paid by each Investor under the Investment Agreement for Shares (as defined in the Investment Agreement)]; 2. (ii) Within 180 one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan); provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than thirty (30) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or 2(c)and shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration; provided, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following the Initial Public Offering, Registration. In case the Company shall use its best efforts to qualify for receive from the Initiating Holders a written request or requests that the Company effect a registration on Form S-3 for secondary sales. After (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Initiating Holders, the Company has qualified for will: (a) promptly give written notice of the use of Form ▇-▇proposed registration, ▇▇▇▇▇▇▇ Pincus shall have the right and any related qualification or compliance, to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares all other Holders of Registrable Securities; and (b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities to be disposed as are specified in such request, together with all or such portion of and the intended method Registrable Securities of disposition any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of shares by such holders)written notice from the Company; provided, provided however, that the Company shall not be obligated to effect, or take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2(C):2.4: 1. Unless (i) if Form S-3 is not available for such offering by the Holder or Holders requesting registration Initiating Holders; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to dispose of shares of sell Registrable Securities having and such other securities (if any) at an aggregate price to the public of less than three million dollars (before deduction of Selling Expenses$3,000,000); or (iii) of more than $5,000,000; 2. Within 180 if within thirty (30) days of receipt of a written request from the effective date of the most recent registration Initiating Holders pursuant to this Section 2(C2.4, the Company gives notice to such Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which securities held event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the requesting Holder could have been included Company not more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for sale the account of itself or distributionany other stockholder during such one hundred twenty (120) day period, other than a Special Registration Statement; or 3. In (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C. (c) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly shall file a Form S-3 registration statement covering the registration of all shares of Registrable Securities on Form S-3 and other securities so requested to be registered as soon as practicable after receipt of the extent requested by requests of the Holder or Holders thereof for purposes of dispositionInitiating Holders. In the event any Holder requests a registration Registrations effected pursuant to this Section 2(C) in connection with a distribution of Registrable Securities 2.4 shall not be counted as demands for registration or registrations effected pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 2.2.

Form S-3. Following If the Initial Public OfferingCompany becomes eligible to use Form S-3, the Company shall use its best reasonable efforts to continue to qualify at all times for registration on Form S-3 for secondary salesS-3. After If and when the Company has qualified for becomes entitled to use Form S-3, the use holders of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request an unlimited number and have effected not more than one registration per year of registrations shares of Registrable Securities held by them on Form S-3 (such for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, provided however, that the Company shall not be obligated use its best efforts to effect, or take any action to effect, any achieve such registration effectiveness promptly following such 90-day period if the request pursuant to this Section 2(C): 12.2 has been made prior to the expiration of such 90-day period. Unless the Holder or Holders requesting registration propose The 4 -4- Company shall give notice to dispose of shares all holders of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) 2.2 and any Holder or Holders joining in shall provide a reasonable opportunity for such request, as and if specified in a written request received by the Company within 10 days after such written notice, may holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities Common Stock on Form S-3 to the extent requested by the Holder holder or Holders holders thereof for purposes of disposition. In Notwithstanding the event any Holder requests foregoing, the Company shall not be required to effect a registration pursuant to under this Section 2(C) 2.2 or Section 2.1 if, in connection with a distribution the opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities to its partners, may then sell all Registrable Securities within a 90 day period without registration under the registration shall provide for the resale by such partners, if requested by such HolderAct.

Form S-3. Following In the Initial case the Company shall be eligible to register -------- securities on Form S-3 and shall receive from any Holder or Holders of at least fifty percent (50%) of the Outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders at any time on or after twelve (12) months following the consummation of a Qualified Public Offering, the Company shall use its best efforts will: (a) promptly give written notice or the proposed registration, and any related qualification or compliance, to qualify for all other Holders; and (b) as soon as practicable, effect such registration on Form S-3 for secondary sales. After and all such qualifications and compliances as may be so requested and as would permit or facilitate the Company has qualified for the use sale and distribution of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number all or such portion of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Holder's or Holders' Registrable Securities to be disposed as are specified in such request, together with all or such portion of and the intended method Registrable Securities of disposition any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of shares by such holders)written notice from the Company; provided, provided however, that the Company shall not be obligated to effect, or take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 2(C): 1. Unless 1.10: (i) if Form S-3 is not available for such offering by the Holder or Holders requesting registration Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to dispose of shares of sell Registrable Securities having and such other securities (if any) at an aggregate price to the public (before deduction net of Selling Expensesany underwriters' discounts or commissions) of less than $2,000,000; (iii) if the Company shall furnish to Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected as such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than $5,000,000; 2. Within 180 120 days after receipt of the effective request of the Holder or Holders under this Section 1.10; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the most recent registration Holders pursuant to this Section 2(C1.10; or (v) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C. (c) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly shall file a Registration Statement covering the registration of all shares of Registrable Securities on Form S-3 and other securities so requested to be registered as soon as practicable after receipt of the extent requested by request or requests of the Holder or Holders thereof for purposes of dispositionHolders. In the event any Holder requests a registration Registrations effected pursuant to this Section 2(C) in connection with a distribution of Registrable Securities 1.10 shall not be counted as demands for registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 1.2.

Form S-3. Following the Initial Public Offering, the The Company shall use its best reasonable efforts to qualify qualify, and to thereafter remain qualified, for registration on Form S-3 for secondary salesor its successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of twenty percent (20%) of the then outstanding Registrable Securities shall have the right at any time to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such registration file an S-3 Registration Statement pursuant to this Section 2(C):2.4 within ninety (90) days after the effective date of any registration referred to in Sections 2.2 or 2.3 above. 1. Unless (b) The Company shall not be required to file a registration statement pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000;3,000,000. 2. Within 180 (c) If at the time of any request to register Registrable Securities pursuant to this Section 2.4, the Company is engaged in, or has fixed plans to engage in (demonstrated by previously adopted resolutions of the Board to such effect) within three months of the time of such request, a registered public offering or is engaged in any other significant action which, in the good faith determination of the Board, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of one hundred eighty (180) days of from the effective date of such offering or the most recent registration pursuant date of completion of such other material activity, as the case may be, such right to delay a request under this Section 2(C) in which securities held to be exercised by the requesting Holder could have been included for sale or distribution; orCompany not more than once in any one-year period. 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as (d) Only two registrations may be required by the Securities Act under this Section 2.4 and only one registration may be required during any twelve-month period provided that each Holder participated or applicable rules or regulations thereunderwas notified in writing of its opportunity to participate. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration. At the written request of the Holders requesting such registration, provided that if such registration shall be for a delayed or continuous offering under Rule 415 under the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offeringSecurities Act. Subject to the foregoingprovisions of Section 2.5, the Company will use its best reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested pursuant to this Section 2.4 by the Holder or Holders thereof of such Registrable Securities for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Qualified Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares such securities by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(b) unless the Holder or Holders requesting registration (each, a "Requesting Holder") propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;1,000,000. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(b) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be obligated to effect any registration pursuant to this Section 2(b) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(b) and any Holder or shall provide a reasonable opportunity for Other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the following terms of Section 2(A)(2) set forth in the next paragraph shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In If Other Holders request such inclusion, the event Requesting Holders shall offer to include the securities of such Other Holders in the registration and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Requesting Holders whose securities are to be included in such registration and the Company shall (together with all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Representative of the underwriter or underwriters selected for such underwriting by the Requesting Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2(b), if the Representative advises the Holders in writing that marketing factors require a limitation on the number of securities to be underwritten, the securities of the Company held by Other Holders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such securities, further reductions are still required, the number of securities included in the registration by each Requesting Holder requests shall be reduced on a pro rata basis (based on the number of securities held by such Requesting Holder), by such minimum number of securities as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Representative and the Requesting Holders. The securities so withdrawn shall also be withdrawn from registration. If the Representative has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account, in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (iv) The Company may, on one occasion, delay the filing of any registration statement pursuant to this Section 2(b) for a period of up to 90 days after the date of delivery of a request for registration by giving the Holders sending such request written notice of such delay. (v) If, while a registration request is pending pursuant to this Section 2(b), the Board of Directors of the Company determines in good faith, and the Chief Executive Officer executes an officer's certificate to such effect, that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization, or other material transaction by or of the Company or concerning pending or threatened litigation and disclosure of such information would jeopardize any such transaction or litigation and would be seriously detrimental to the Company, or (B) the Company is unable to comply with the legal requirements applicable to the requested registration, then in each instance the Company shall not be required to effect a registration pursuant to this Section 2(C2(b) in connection until the earlier of (x) the date upon which such material information is otherwise disclosed to the public or ceases to be material or the Company is able to so comply with a distribution applicable legal requirements, as the case may be, and (y) 60 days after the Board of Registrable Securities to Directors has made its partners, the registration shall provide for the resale by such partners, if requested by such Holderdetermination.

Form S-3. Following the Initial Public Offering, the Company The Initiating Holders shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall hereby have the right to, from time to time and in their sole discretion, request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within 180 (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution. (iii) The Company shall not be required to effect a registration pursuant to this Section 2(c) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for a Registration Statement to be filed in the near future, then the Company's obligations under this Agreement shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders; orPROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period. 3. In (iv) The Company shall not be obligated to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) hereof shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the (a) The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales(or any future form that is substantially equivalent to the current Form S-3) as soon as it is eligible. After the Company has qualified for the use of Form ▇S-3, the Holders of at least twenty percent (20%) of the then-▇, ▇▇▇▇▇▇▇ Pincus outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable, and in any event within ninety (90) days, the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000. In the event any Holder requests All expenses incurred in connection with a registration requested pursuant to this Section 2(C2.9, including (without limitation) in connection with a distribution all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of Registrable Securities to its partners, the registration shall provide one counsel for the resale selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by such partners, if requested by such Holderthe Company in accordance with Section 2.4. Registrations effected pursuant to this Section 2.9 shall not be counted as registrations or demands for registration effected pursuant to Sections 2.2 and 2.

Form S-3. Following the Initial Public Offering, the The Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of up to four (4) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000an amount equal to 5% of the aggregate purchase price of the Series B Preferred Stock purchased by Investors pursuant to the Subscription Agreements; 2. (ii) Within 180 one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date three(3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan); provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than thirty (30) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or 2(c)and shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration; provided, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following The Company meets the Initial Public Offeringrequirements for use of Form S-3 under the Act. As of the close of trading on Nasdaq on September 2, 2021, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75.0 million (calculated by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on September 2, 2021 by (y) the number of Non-Affiliate Shares outstanding on September 2, 2021). The Company is not, and has not been for at least 12 calendar months prior to the filing of the Registration Statement, a shell company. The Company has prepared and filed with the Commission in accordance with the provisions of the Act, and the rules and regulations of the Commission promulgated thereunder, the Registration Statement, relating to, among other things, the Shares. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Act and comply in all material respects with such Rule. In the section entitled “Plan of Distribution” in the Prospectus Supplement, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, named ▇▇▇▇▇▇▇ Pincus shall have the right to request ▇▇▇▇▇ & Associates, Inc. as an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided agent that the Company shall has engaged in connection with the transactions contemplated by this Agreement. When the Registration Statement or any amendment thereof or supplement thereto was or is declared effective, it (i) complied or will comply, in all material respects, with the requirements of the Act, the Exchange Act and the rules and regulations of the Commission thereunder and (ii) did not or will not, contain any untrue statement of a material fact or omit to state any material fact required to be obligated stated therein or necessary in order to effectmake the statements therein, in light of the circumstances under which they were made, not misleading. When any Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or take any action to effect, any such registration amendment thereto or pursuant to this Section 2(C): 1Rule 424 of the Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Prospectus as amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, complied in all material respects with the applicable provisions of the Act and did not or will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Unless If applicable, the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price Prospectus delivered to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days Agent for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. Notwithstanding the foregoing, none of the effective date of the most recent registration pursuant to representations and warranties in this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2paragraph 3(a) shall apply to all participants statements in, or omissions from, the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon, and in conformity with, information herein or otherwise furnished in writing by the Agent specifically for use in the Registration Statement, the Prospectus or such offeringPermitted Free Writing Prospectus. Subject With respect to the foregoingpreceding sentence, the Company will use its best efforts to effect promptly acknowledges that the registration of all shares of Registrable Securities on Form S-3 to the extent requested only information furnished in writing by the Holder Agent for use in the Registration Statement, the Prospectus or Holders thereof for purposes any Permitted Free Writing Prospectus are the statements set forth in Exhibit D hereto (collectively, the “Information Supplied by the Agent”). As used herein, “Time of disposition. In the event any Holder requests a registration Sale” means (i) with respect to each offering of Shares pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partnersAgreement, the registration shall provide time of the Agent’s initial entry into contracts for the resale by sale of such partnersShares, if requested by and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such HolderShares. “Time of Sale Information” means, collectively, the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and any Issuer Free Writing Prospectus, all considered together, at the Time of Sale.

Form S-3. Following If the Initial Public OfferingCompany becomes eligible to use Form S-3 under the -------- Securities Act or a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 for secondary salesor such successor form. After One or more of the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Holders shall have the right to request an unlimited number and have effected registrations of registrations shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $250,000.00 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderHolders). The Company shall give written notice to all of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) paragraph 6.3 and any Holder or shall provide a reasonable opportunity for such Holders joining to participate in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of dispositionthereof. In the event If so requested by any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution registration under this paragraph 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold. All expenses incurred in connection with a registration requested pursuant to this paragraph 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting commissions and transfer taxes of shares being sold by the Holders. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by legal counsel, which counsel shall be acceptable to the Holders of Registrable Securities, that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall not be required to cause a registration statement requested pursuant to this paragraph 6.3 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its partners, best efforts to achieve such effectiveness promptly following such 90-day period if the registration shall provide for request pursuant to this paragraph 6.3 has been made prior to the resale by expiration of such partners, if requested by such Holder90-day period.

Form S-3. (a) Following the Initial Public Offering, IPO the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of up to four registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 3.4 unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) Aggregate Offering Price of more than $5,000,000;2,500,000. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 3.4 within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 3 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be obligated to effect any registration pursuant to this Section 3.4 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. . (b) The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 3.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(23.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company shall use its best all commercially reasonable efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(CSECTION 2(c): 1. Unless (i) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 (ii) within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(CSECTION 2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(CSECTION 2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2SECTION 2(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best all commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(CSECTION 2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following The Company meets the Initial Public Offeringrequirements for use of Form S-3 under the Act. As of the close of trading on Nasdaq on September 24, 2020, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was equal to or greater than $75.0 million (calculated by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on September 24, 2020 by (y) the number of Non-Affiliate Shares outstanding on September 24, 2020). The Company is not, and has not been for at least 12 calendar months prior to the filing of the Registration Statement, a shell company. The Company has prepared and filed with the Commission in accordance with the provisions of the Act, and the rules and regulations of the Commission promulgated thereunder, the Registration Statement, relating to, among other things, the Shares. The Registration Statement and the offer and sale of the Shares as contemplated hereby meet the requirements of Rule 415 under the Act and comply in all material respects with such Rule. In the section entitled “Plan of Distribution” in the Prospectus Supplement, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, named SVB Leerink and ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided ▇▇▇▇▇ as agents that the Company shall has engaged in connection with the transactions contemplated by this Agreement. When the Registration Statement or any amendment thereof or supplement thereto was or is declared effective, it (i) complied or will comply, in all material respects, with the requirements of the Act, the Exchange Act and the rules and regulations of the Commission thereunder and (ii) did not or will not, contain any untrue statement of a material fact or omit to state any material fact required to be obligated stated therein or necessary in order to effect, make the statements therein not misleading. When any Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or take any action to effect, any such registration amendment thereto or pursuant to this Section 2(C): 1Rule 424 of the Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Prospectus as amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, complied in all material respects with the applicable provisions of the Act and did not or will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Unless If applicable, the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price Prospectus delivered to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days Agents for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. Notwithstanding the foregoing, none of the effective date of the most recent registration pursuant to representations and warranties in this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2paragraph 3(a) shall apply to all participants statements in, or omissions from, the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon, and in conformity with, information herein or otherwise furnished in writing by the Agents specifically for use in the Registration Statement, the Prospectus or such offeringPermitted Free Writing Prospectus. Subject With respect to the foregoingpreceding sentence, the Company will use its best efforts to effect promptly acknowledges that the registration of all shares of Registrable Securities on Form S-3 to the extent requested only information furnished in writing by the Holder Agents for use in the Registration Statement, the Prospectus or Holders thereof for purposes any Permitted Free Writing Prospectus are the statements set forth in Exhibit D hereto (collectively, the “Information Supplied by the Agents”). As used herein, “Time of disposition. In the event any Holder requests a registration Sale” means (i) with respect to each offering of Shares pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partnersAgreement, the registration shall provide time of the Agents’ initial entry into contracts for the resale by sale of such partnersShares, if requested by and (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such HolderShares.

Form S-3. Following The Company shall register its Common Stock under the Initial Public Offering, Exchange Act as soon as legally permissible following the effective date of the first registration of any securities of the Company on Form S-1 and the Company shall use thereafter file all reports and effect all qualifications and compliances as would permit or facilitate the sale and distribution of its best efforts to qualify for registration stock on Form S-3 for secondary salesS-3. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Stock to be disposed of and the intended method of disposition of shares by such holders), provided that disposition) subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 8.8 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities Stock having an aggregate expected public offering price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000;250,000. 2. Within 180 days of the effective date of the most recent (b) The Company shall not be required to effect a registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In 8.8 more frequently than once during any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereundersix month period. The Company shall give written notice to all Holders and Key Employees of the receipt of a request for registration pursuant to this Section 2(C) 8.8 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may Key Employees to participate in the registration, provided that if the registration is for an underwritten offering, the terms of paragraph (d) of Section 2(A)(2) 8.4 shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities Subject Stock on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests or by a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such HolderKey Employee.

Form S-3. Following the Initial Public OfferingAfter its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor any comparable or successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of the outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):1.4 within 120 days of the effective date of any registration referred to in Sections 1.2 or 1.3 above. 1. Unless (b) The Company shall not be required to effect a registration pursuant to this Section 1.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $500,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent one registration pursuant to this Section 2(C1.4 in any consecutive 12 month period. (d) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the The Company would shall not be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless effect any further registrations under this Section 1.4 after the Company is already subject to service in has effected four such jurisdiction and except as may be required by the Securities Act registrations that have been declared or applicable rules or regulations thereunderordered effective. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 1.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgement of the Board of Directors it would be seriously detrimental to the Company for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement not more than once in any twelve month period for a period of up to 90 days. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 1.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 1.2.

Form S-3. Following If the Initial Public OfferingCorporation becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Company Corporation shall use its best efforts to continue to qualify at all times for registration on Form S-3 for secondary salesor such successor form. After At any time and from time to time after the Company has qualified for Corporation becomes eligible to use Form S-3 or such successor from, the use Holders of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus an aggregate of not less than 15% of the number of Restricted Securities then outstanding shall have the right to request an unlimited number and have effected a registration of registrations shares of Restricted Securities on Form S-3 or such successor form for a public offering of shares of Restricted Securities having an aggregate proposed offering price of not less than $5,000,000 (such requests shall be in writing and shall state the number of shares of Registrable Restricted Securities to be disposed of and the intended method of disposition of such shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting Holders). The Corporation shall use its best efforts to achieve such effectiveness as promptly as is reasonably practicable. The Corporation may postpone the filing of any registration propose statement required hereunder for a reasonable period of time, not to dispose exceed ninety (90) days, if (i) the Corporation has been advised by legal counsel that such filing would require the disclosure of shares of Registrable Securities having an aggregate price to a material transaction or other factor and the public Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation; or (before deduction of Selling Expensesii) of more than $5,000,000; 2. Within 180 days in the good faith determination of the effective date Corporation’s Board of Directors, the most recent registration pursuant to this Section 2(C) in which securities held Corporation would be materially and adversely affected by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company Corporation shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) 4.3 and any Holder or shall provide a reasonable opportunity for such Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company Corporation will use its best efforts to effect promptly the registration of all shares of Registrable Restricted Securities on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event If so requested by any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partnersregistration under this Section 4.3, the Corporation shall take such steps as are required to register such Holder’s Restricted Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Holder’s Restricted Securities registered thereunder are sold. Notwithstanding the foregoing, the Corporation shall provide not be required to effect a registration under this Section 4.3 if, in the unqualified opinion of counsel for the resale by Corporation, such partners, if requested by such HolderHolders may then sell all Restricted Securities proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. Following the Initial Public OfferingReregistration Date, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Investor Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Investor Holder or Investor Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000500,000; 2. (ii) Within 180 one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. ; The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public OfferingAfter its IPO, the Company Corporation shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary salesor any comparable or successor form. After the Company Corporation has qualified for the use of Form ▇S-3, Holders of not less than twenty-▇, ▇▇▇▇▇▇▇ Pincus five percent (25%) of the outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject to the Company following: (a) The Corporation shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):1.4 within 120 days of the effective date of any registration referred to in Sections 1.2 or 1.3 above or within 180 days of IPO (or if later, the date of the expiration of the lockup for such IPO). 1. Unless (b) The Corporation shall not be required to effect a registration pursuant to this Section 1.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $5,000,000. (c) The Corporation shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration two registrations pursuant to this Section 2(C) 1.4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 12-month period. The Company Corporation shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 1.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company Corporation will use its reasonable best efforts to effect promptly promptly, the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Corporation shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgement of the Board it would be seriously detrimental to the Corporation for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Corporation shall be entitled to delay the filing of such registration statement not more than once in any twelve month period for an additional period of up to one hundred and twenty (120) days. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 1.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 1.2.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor its successor form. After Holder(s) designated on the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus signature page(s) hereof as having registration rights under this Section 6 shall have the right at any time to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such file a registration statement pursuant to this Section 2(C):6 within one hundred twenty (120) days of the effective date of any registration referred to in Section 5 above. 1. Unless (b) The Company shall not be required to file a registration statement pursuant to this Section 6 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $1,000,000. (c) The Company shall not be required to file more than $5,000,000; 2. Within 180 days of the effective date of the most recent (i) one registration statement pursuant to this Section 2(C6 within any twelve (12) month period or (ii) three registration statements pursuant to this Section 6 in which securities held by the requesting Holder could aggregate. (d) The Company shall file a registration statement from and after the date it first becomes qualified for registration on Form S-3 or its successor form, provided the Holder(s) designated on the signature page(s) hereof as having registration rights under this Section 6 have been included made a proper request for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderregistration not less than twenty (20) business days prior thereto. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 6 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationregistration pursuant to Section 5; provided, provided that if the registration is for an underwritten offering, the following terms of Section 2(A)(2) shall apply to all participants in such offering: The right of any Holder to registration pursuant to Section 5 or Section 6 shall be conditioned upon such Holder's participation in such underwriting and, in the case of those Holders participating pursuant to Section 5, the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided in such Section 5. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following If the Initial Public OfferingCompany becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 for secondary salesor such successor form. After In addition to their rights under Section 2 hereof, one or more of the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus Holders shall have the right to request an unlimited number and have effected registrations of registrations shares of Registrable Securities from time to time on Form S-3 or such successor form for a public offering of shares of Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holdersHolders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 3 and any Holder or shall provide a reasonable opportunity for such Holders joining to participate in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof thereof; PROVIDED, HOWEVER, that the Company will not be obligated to effect such a registration for purposes Registrable Securities having an aggregate anticipated offering price of dispositionless than $2,500,000. In the event If so requested by any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of registration under this Section 3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to its partners, the keep such registration shall provide effective for the resale by such partners, if requested by 180 days or until all of such Holder.'s Registrable Securities registered

Form S-3. Following the Initial Public Offering, the Company HT shall use its best reasonable efforts to qualify qualify, and to --------- thereafter remain qualified, for registration on Form S-3 for secondary salesor its successor form. After the Company HT has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of not less than twenty percent (20%) of the then outstanding Registrable Securities shall have the right at any time to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the Company following: (i) HT shall not be obligated required to effect, or take any action to effect, any such registration file an S-3 Registration Statement pursuant to this Section 2(C):2.3 within ninety (90) days after the effective date of any registration referred to in Sections 2.1 or 2.2 above. 1. Unless (ii) HT shall not be required to file a Registration Statement pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least the lower of $5,000,000;1,000,000 or, 10% of the fair market value of the Registrable Securities. 2. Within 180 (iii) If at the time of any request to register Registrable Securities pursuant to this Section 2.3, HT is engaged in, or has plans to engage in (demonstrated by previously adopted resolutions of HT's Board of Trustees to such effect or a signed engagement letter with a proposed Underwriter) within three months of the time of such request, a registered public offering or is engaged in any other significant action which, in the good faith determination of HT's Board of Trustees, would be adversely affected by the requested registration to the material detriment of HT , then HT may at its option direct that such request be delayed for a reasonable period not in excess of one hundred twenty (120) days of from the effective date of such offering or the most recent registration pursuant date of completion of such other material activity, as the case may be, such right to delay a request under this Section 2(Cto be exercised by HT not more than once in any one-year period. (iv) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company HT shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.3 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration. At the written request of the Holders requesting such registration, provided that if such registration shall be for a delayed or continuous offering under Rule 415 under the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offeringSecurities Act. Subject to the foregoingprovisions of Section 3.1 hereof, the Company HT will use its best reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested pursuant to this Section 2.3 by the Holder or Holders thereof of such Registrable Securities for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, (a) From and after such time as Form S-3 is available to the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use registration of Form ▇-▇secondary offerings for the account of any person other than the issuer, ▇▇▇▇▇▇▇ Pincus Holders shall have the right at any time to request an unlimited number of registrations on Form S-3 (or any similar form), provided that such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders)Holders. As soon as practicable, provided the Company will file such registration statement and use its reasonable best efforts to have such registration statement declared effective, provided, however, that the Company shall not be obligated to effect, or take effect such registration: (i) within ninety (90) days of the effective date of any action registration referred to effect, any such registration pursuant to this Section 2(C):in Sections 2 and 3 above; 1. Unless (ii) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having at an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $250,000. (iii) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, with advice of counsel, it would be seriously detrimental to the Company and its stockholders for such Form S- 3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than $5,000,000; 2. Within 180 sixty (60) days after receipt of the effective date request of the most recent Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; or (iv) if the Company has been required to file two registration statements pursuant to this Section 2(C4 within the twelve-month period preceding the request. (b) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration; provided, provided however, that if the registration is for an underwritten offering, the following terms of Section 2(A)(2) shall apply to all participants in such offering: The right of any Holder to registration pursuant to Section 4 shall be conditioned upon such Holder’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities requested by such Holders to be included in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following If the Initial Public OfferingCompany becomes eligible to use Form S-3 (or any comparable successor form) under the Securities Act, the Company shall use its best efforts to qualify for and remain qualified to register securities on Form S-3 (or any comparable successor form) under the Securities Act. For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form), an Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right, on one or more occasions, to request registration on Form S-3 for secondary sales. After the Company has qualified (or any comparable successor form) for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (Registrable Securities held by such requesting Investor or Investors. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holders), provided that the Company shall not be obligated to effect, Investor or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderInvestors. The Company shall give written notice to all other Holders of the receipt of a request for registration pursuant to this Section 2(C3 and such Holders shall then have thirty (30) and any Holder or Holders joining in such request, as and if specified in a written request received by days to notify the Company within 10 days after such written notice, may in writing of their desire to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) . The Company shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 (or any comparable successor form) to the extent requested by such Holders; provided, however, the Holder Company may postpone the filing or Holders thereof for purposes the effectiveness of disposition. In the event any Holder requests a registration statement pursuant to this Section 2(C3 for a reasonable period of time, provided that such postponements shall not exceed ninety (90) days in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partnersaggregate during any twelve (12) month period, if requested (i) the Company has been advised by legal counsel that such Holderfiling or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor its successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Initiating Holders shall have the right at any time to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: 10 219 (a) The Company shall not be obligated required to effect, or take any action to effect, any such file a registration statement pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public 7 within ninety (before deduction of Selling Expenses90) of more than $5,000,000; 2. Within 180 days of the effective date of any registration referred to in Sections 5 and 6 above in which the most recent Holders shall have been entitled to join pursuant to Section 5 or 6, provided that there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. (b) The Company shall not be required to file more than two registration statements pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In 7 within any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereundertwelve-month period. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 7 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationregistration which notice shall include the approximate date that the registration statement is expected to be filed with the Commission; provided, provided that if the registration is for an underwritten offering, the following terms of Section 2(A)(2) shall apply to all participants in such offering: The right of any Holder to registration pursuant to Section 7 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 7, if the managing underwriter in good faith determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and other securities that may be included in 11 220 the registration and underwriting shall be allocated among the Holders and other holders who are affiliates (as such term is defined in SEC Rule 145) of the Company in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and other securities with such registration rights requested by such Holders to be included in such registration and, to the extent that thereafter, any security to be registered among Holders who are not affiliates of the Company. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have requested to have Registrable Securities included in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests . (c) The Company shall file a registration pursuant to this Section 2(C) in connection with a distribution of statement on Form S-3 covering the Registrable Securities so requested to its partnersbe registered as soon as practical, but in any event within forty-five (45) days after receipt of the requests of the Initiating Holders and shall use reasonable best efforts to have such registration shall provide for statement promptly declared effective by the resale by such partners, if requested by such HolderCommission.

Form S-3. Following If the Initial Public OfferingCompany's stock becomes publicly traded, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary salesand to that end the Company shall register the Common Stock under the 1934 Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Initiating Preferred Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests thereafter under this Section 2.9. If the Company shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided receive from Initiating Preferred Holders a written demand that the Company shall not be obligated to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which 2.9, the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the such registration of all shares of Registrable Securities as soon as practicable on Form S-3 to the extent requested by the Holder Initiating Holders or Holders, as the case may be; provided, however, that the Company shall not be obligated to effect any such registration if (a) the Initiating Holders thereof for purposes or Holders, as the case may be, together with the holders of dispositionany other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000, or (b) the Company shall have already made two registrations on Form S-3 within the 12-month period immediately preceding the request, (c) or the Company shall have already made one Demand Registration pursuant to Section 2.2 within a 6-month period immediately preceding the request. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit, or limit in any Holder requests way a Holder's ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C2.9 in case of any of the circumstances referred to in Section 2.2(a)(ii)(A), (B), (C), (D) in connection or (E) (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 2.9.

Form S-3. Following The Company and the Initial Public Offering, transactions contemplated by this Agreement meet the Company shall use its best efforts to qualify requirements for registration on Form S-3 for secondary sales. After and comply with the Company has qualified conditions for the use of Form ▇S-3 (including General Instructions I.A and I.B. 1.) under the Securities Act. The Registration Statement will be filed with the Commission and will be declared effective by the Commission under the Securities Act prior to the issuance of any Placement Notices by the Company. At the time the Registration Statement originally became effective and at the time the Company’s Annual Report on Form 10-▇K, was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 (including General Instructions I.A and I.B. 1.) under the Securities Act. The Registration Statement meets, and the offering and sale of Placement Shares as contemplated hereby comply with, the requirements of Rule 415(a)(1)(x) under the Securities Act. The Agent is named as the agent engaged by the Company in the section entitled “Plan of Distribution” in the Prospectus Supplement. The Company has not received, and has no notice from the Commission of, any notice pursuant to Rule 401(g)(1) under the Securities Act objecting to the use of the shelf registration statement form. No stop order of the Commission preventing or suspending the use of the base prospectus, the Prospectus Supplement or the Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. At the time of the initial filing of the Registration Statement, the Company paid the required Commission filing fees relating to the securities covered by the Registration Statement, including the Shares that may be sold pursuant to this Agreement, in accordance with Rule 457(o) under the Securities Act. Copies of the Registration Statement, the Prospectus, any such amendments or supplements to any of the foregoing and all Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction Agent and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holdercounsel.

Form S-3. Following the Initial Public OfferingAfter its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor any comparable or successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of the outstanding Registrable Securities shall have the right to request an unlimited number of up to two (2) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):1.4 within 180 days of the effective date of any registration referred to in Sections 1.2 or 1.3 above. 1. Unless (b) The Company shall not be required to effect a registration pursuant to this Section 1.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $1,000,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent one registration pursuant to this Section 2(C) 1.4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 12 month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten under written offering, the terms of Section 2(A)(2subsection 1.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect as promptly as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgement of the Board of Directors it would be seriously detrimental to the Company for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement for such a period that the Board determines in good faith to be necessary, which in no event shall exceed, one hundred and twenty (120) days. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 1.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 1.2.

Form S-3. (a) Following the Company’s Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration become eligible to register offerings of securities on Form S-3 for secondary salesor its successor form. After the Company has qualified for the use of Form ▇-▇S-3 or its successor form, ▇▇▇▇▇▇▇ Pincus the Holder shall have the right to request an unlimited number of registrations on Form S-3 or its successor form (such requests which request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of registered and the intended method of disposition of shares such Registrable Securities by such holdersHolder); provided, provided however, that the Company shall not be obligated to effecteffect more than one (1) such registration on Form S-3 during any twelve-month period provided that such registration on Form S-3 has been declared or ordered effective and has remained effective until the earlier of (A) nine (9) months after the date of effectiveness, or take any action (B) the date all Registrable Securities registered thereunder have been sold (the “S-3 Registration”). Notwithstanding the foregoing: (i) The Company shall not be required to effect, any such effect a registration pursuant to this Section 2(C):1.3 within 135 days of the effective date of any registration pursuant to this Section 1.3 or Section 1.2. 1. Unless (ii) The Company shall not be required to effect a registration pursuant to this Section 1.3 unless the Holder or Holders requesting registration propose proposes to dispose of shares of Registrable Securities having an anticipated aggregate price to the public (before deduction net of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000250,000; 2. Within 180 days of (iii) The Company shall have the effective date of the most recent right to defer filing a registration statement pursuant to this Section 2(C1.3 for a period of up to 90 days following the requested filing date (the “Blocking Right”) in which securities held if the Company furnishes to each Holder requesting such registration a certificate signed by the requesting Holder could have been included for sale Chief Executive Officer or distribution; or 3. In any particular jurisdiction in which Chief Financial Officer of the Company stating that in the good faith judgment of the Company’s Board of Directors it would be required seriously detrimental to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject and its shareholders for a registration statement to service be filed at the time requested (the "Certificate”); provided, however, that the Company may not utilize this Blocking Right more than once in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. any twelve-month period; (iv) The Company shall give written notice to all Holders each Holder and to each Other Holder of the receipt of a request for registration pursuant to this Section 2(C1.3 within ten (10) business days of the receipt of such request and any shall provide a reasonable opportunity for each Holder or and Other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Registrable Securities and other securities held by an Other Holder on Form S-3 or its successor form to the extent requested by the a Holder or Holders Other Holder thereof for purposes of disposition. In the event any Holder requests a registration ; and (v) The Company shall not be required to effect more than one (1) underwritten public offering pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder1.3.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales(or any future form that is substantially equivalent to the current Form S-3) as soon as it is eligible. After the Company has qualified for the use of Form ▇S-3, the Holders of at least twenty percent (20%) of the then-▇, ▇▇▇▇▇▇▇ Pincus outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder3.8. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 3.8 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best diligent efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder’s ability to exercise its registration rights under Sections 3.1 or 3.2 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C3.8 for any of the reasons set forth in Section 3.1(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 3.8 with equal force). In addition, any registration pursuant to this Section 3.8 shall be subject to the provisions of Section 3.1(b), which shall be deemed to apply to the obligations under this Section 3.8 with equal force, except that any reference therein to Section 3.1 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 3.8.

Form S-3. Following the Initial Public OfferingThe Holders, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇collectively, ▇▇▇▇▇▇▇ Pincus shall have the a one time right to request an unlimited number of registrations registration on Form S-3 (such requests request shall be in writing from the Seller Representative and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by each Holder participating in such holdersregistration). The Seller Representative shall have contacted each Holder in writing prior to making a demand for registration pursuant to this Section 3 to ascertain whether such Holder intends to participate in such registration. Notwithstanding the foregoing, provided that the Company Issuer shall not be obligated to effect, or take file a registration statement with the SEC to effect any action to effect, any such registration pursuant to this Section 2(C):3: 1. Unless (a) on or before the Holder date that is ninety (90) days after the Closing Date (or Holders requesting registration such later date as may result from an Excused Delay); (b) unless the Holders, together with any other stockholders of the Issuer participating in such registration, propose to dispose of shares of Registrable Securities common stock of the Issuer having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,00010,000,000; 2. Within 180 (c) within one hundred eighty (180) days of the effective date of an Eligible Registration if, subject to the most recent registration pursuant to this Section 2(C) in which Underwriter Cutback, the securities held by the requesting Holder Holders could have been included for sale or distribution; ordistribution on customary market terms; 3. In (d) in any particular jurisdiction other than New York, Illinois and Virginia in which the Company Issuer would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company Issuer is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice ; or (e) if the Issuer furnishes to all Holders the Seller Representative a certificate of any officer stating that in the good faith judgment of the Board of Directors of the Issuer, it would be seriously detrimental to the Issuer and its stockholders for such registration to be effected at such time, in which event the Issuer shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request from the Seller Representative; provided, that such right to delay a request shall be exercised by the Issuer not more than once in any period of three hundred sixty (360) consecutive days. If the request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration 3 is for an underwritten offering, the terms of Section 2(A)(22(c) shall apply to all participants in such offering. Subject to the foregoing, the Company Issuer will use its best commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to in accordance with this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder3.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000; 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution; ordistribution if such Holder had so requested such inclusion and was included without cutback, subject to the terms hereof; 3. In (iii) The Company shall not be obligated to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The ; (iv) if Form S-3 is not available for such offering; (v) if the Company shall give written notice to all has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders of the receipt of a request for registration pursuant to this Section 2(C2(c); or (vi) and any Holder or If the Company shall furnish to the Holders joining in such request, as and if specified in a written request received certificate signed by the Chief Executive officer of the Company within 10 stating that in the good faith of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after such written notice, may participate in receipt of the registration, provided that if the registration is for an underwritten offering, the terms request of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to under this Section 2(C) 2(c); provided, however, that the Company shall not utilize this right more than once in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holderany twelve (12)-month period.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Initiating Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be obligated to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) If the Company shall furnish to the Holders a certificate signed by the President or other executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, the Company shall have the right to defer the filing of the Form S-3 registration statement for a period not greater than 90 days after receipt of the request of the Holder or Holders under this Section 2(c). The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity (not less than 20 days) for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in subsection --------- 1.2(a) above, if Holders holding thirty percent (30%) or more of the Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for the public offering of shares of Registrable Securities and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however, the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders Act; (b) if the Company, within twenty (20) days of the receipt of the request of the notice described in subsection 1.4(a), gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), and does so file within said one hundred twenty (120) day period and makes reasonable efforts to cause such registration to become effective; (c) during a period of one hundred eighty (180) days following the effective date of a registration statement other than registration statements filed pursuant to this Section 2(Csubsection 1.4; (d) and any Holder or if the Company shall furnish to the Holders joining in such request, as and if specified in requesting registration under section 1.4(a) a written request received certificate signed by the President or Chief Executive Officer of the Company within 10 stating that in the good faith judgment of the Board of Directors, it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than one hundred (120) days after the furnishing of such written noticea certificate of deferral; provided, may participate however, that the Board of Directors shall not exercise such right to defer a filing more than once in the registration, provided that any period of twelve (12) consecutive months period; or (e) if the registration is for an underwritten offeringCompany has, within the terms twelve (12) month period preceding the date of Section 2(A)(2) shall apply a request to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all register shares of Registrable Securities on Form S-3 to already effected two registrations on Form S-3 for the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSubsection 1.4.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in Section 1.2 above, if Holders holding 20% or more of the Registrable Securities then outstanding (“S-3 Holders”) request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed $1,000,000 and the Company is then a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however, the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) if the Company, within ten (10) days of the receipt of the request of the S-3 Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities), and does so file within said forty-five (45) day period and makes reasonable efforts to cause such registration to become effective; (c) during a period of ninety (90) days following the effective date of a registration statement; (d) if the Company has effected two (2) registrations pursuant to this Section 1.4 within a twelve (12) month period from the date of such request; or (e) if the Company shall furnish to such S-3 Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be detrimental to the Company and its shareholders for such registration statement to be filed on or regulations thereunderbefore the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral; provided, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any consecutive twelve (12) month period. In the event such S-3 Holders propose to offer the shares of Registrable Securities pursuant to this Section 1.4 by means of an underwriting, the proposed underwriter(s) shall be reasonably acceptable to the Company, provided, however, that in the event such underwriter(s) is (are) not reasonably acceptable to the Company, the Company shall be required to furnish to the Holders, within twenty (20) days of the receipt of the request for registration from S-3 Holders pursuant to this Section 1.4, the names of at least two (2) underwriters acceptable to the Company, who agree to act as underwriter for the proposed offering on terms no less favorable to the Holders than those terms proposed in writing by the underwriter(s) selected by the S-3 Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(21.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for -------- registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 1(d) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an resulting in aggregate price to the public proceeds (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;10,000,000. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 1(d) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C1(d) in which securities held by the requesting Holder could have been included for sale or distribution; or. 3(iii) The Company shall not be required to effect a registration pursuant to this Section 1(d) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement. In such event, the Company shall have the right to defer the filing of the registration statement no more than once during any 12 month period for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 1(d) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five days of the receipt of a request for registration pursuant to this Section 2(C1(d) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(21(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following The Company shall register its Common Stock under the Initial Public Offering, Exchange Act as soon as legally permissible following the effective date of the first registration of any securities of the Company on Form S-1 and the Company shall use thereafter file all reports and effect all qualifications and compliances as would permit or facilitate the sale and distribution of its best efforts to qualify for registration stock on Form S-3 for secondary salesS-3. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of up to four registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Stock to be disposed of and the intended method of disposition of shares by such holders), provided that disposition) subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 8.8 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities Stock having an aggregate expected public offering price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000;250,000. 2. Within 180 days of the effective date of the most recent (b) The Company shall not be required to effect a registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In 8.8 more frequently than once during any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereundersix month period. The Company shall give written notice to all Holders and Key Employees of the receipt of a request for registration pursuant to this Section 2(C) 8.8 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may Key Employees to participate in the registration, provided that if the registration is for an underwritten offering, the terms of paragraph (d) of Section 2(A)(2) 8.4 shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities Subject Stock on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests or by a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such HolderKey Employee.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. (ii) Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period; or (v) If the Company shall furnish to the Holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any six-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following If the Initial Public OfferingCompany's stock becomes publicly traded, the Company shall use its best diligent efforts to qualify for registration on Form S-3 or any equivalent form used for secondary salesthe registration of securities under the 1933 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3 (or equivalent), ▇▇▇▇▇▇▇ Pincus the Holders of Registrable Securities shall have the one right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to equivalent) thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder18(i). The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C18(i) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition. In ; provided, however, that the event Company shall not be obligated to effect any Holder requests a such registration pursuant if (A) the Holders, together with the holders of any other securities of the Company entitled to this Section 2(C) inclusion in connection with a distribution of such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000, or (B) the Company shall have already made two registrations on Form S-3 within the 12-month period immediately preceding the request. Notwithstanding the foregoing, nothing herein shall restrict, prohibit, or limit in any way a Holder's ability to exercise its partners, the registration shall provide for the resale by such partners, if requested by such Holderrights under Sections 18(b) or 18(c) hereof.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus or -------- its successor form, Holders of at least ten percent (10%) of the outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: 1. The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling ExpensesII(C) of more than $5,000,000; 2. Within within 180 days of the effective date of the most recent any registration pursuant referred to this Section 2(Cin Sections II(A) in which securities held by the requesting Holder could have been included for sale or distribution; orII(B) above. 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2. The Company shall not be required to effect more than one such registration in any consecutive 6-month period. 3. The Company shall not be required to effect a registration unless the anticipated aggregate gross proceeds from the requested registration will equal or exceed one hundred thousand dollars ($100,000). The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(CII(C) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2Subsection II(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgement of the Board of Directors it would be seriously detrimental to the Company for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement not more than once in any 12 month period for an additional period of up to sixty (60) days. In the event any Holder requests a Any registration pursuant to this Section 2(CII(C) in connection with shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection II(A).

Form S-3. Following the Initial Public Offering, the The Company shall use its best diligent efforts to qualify for -------- registration on Form S-3 for secondary salesand to that end the Company shall register the Common Stock under the 1934 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In ; provided, however, that the event Company shall not be obligated to effect any Holder requests a such registration (A) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,500,000 or (B) at any time when the Company has effected one (1) registration pursuant to this Section 2(C2.9 in the previous six (6) months. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in connection any way a Holder's ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2.9 for any of the reasons set forth in Section 2.2(a)(ii)(A) or (C), (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 2.9.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in -------- subsections 1.2 and 1.3 above, if Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of Registrable Securities, and the Company is then a registrant entitled to use Form S-3 to register shares for such an offering, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrations, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company. The Company shall use its best efforts to qualify cause such registration statement to remain effective for at least one hundred twenty (120) days, or until the distribution described in the registration on Form S-3 for secondary sales. After the Company statement has qualified for the use of Form ▇-▇been completed, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders)whichever occurs first; provided, provided that however the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (b) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (c) during a period of ninety (90) days following the effective date of any registration statement filed under the Securities Act (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities); (d) if the Company has effected two (2) registrations pursuant to this subsection 1.4 within the previous twelve (12) months, provided, however, in the event the Company does not exercise best efforts to cause a registration statement to remain effective for at least one hundred twenty (120) days, or regulations thereunderuntil the distribution is completed, whichever occurs first, then such registration shall not be deemed effected for the purposes of the limitations of this Section 1.4(d); or (e) if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.4 more than once in any twelve (12) month period. In the event such Initiating Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to registration pursuant to subsection 1.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall give written notice to (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters. Notwithstanding any other provision of this subsection 1.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the receipt number of a request for registration pursuant shares to this Section 2(C) and any Holder or be underwritten, the Initiating Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate shall so advise all Holders participating in the registration, provided that if and the registration is for an underwritten offering, the terms number of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution respective amounts of Registrable Securities held by such Holders. If any Holder disapproves of the terms of the underwriting, such Holder may elect to its partnerswithdraw therefrom by written notice to the Company, the registration underwriter and the Initiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall provide for the resale by be withdrawn from such partners, if requested by such Holderregistration.

Form S-3. Following the Initial Public OfferingAfter its IPO, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor any comparable or successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of the outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):2.4 within 120 days of the effective date of any registration referred to in Sections 2.2 or 2.3 above (other than a registration pursuant to Section 2.2(c)). 1. Unless (b) The Company shall not be required to effect a registration pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $500,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent one registration pursuant to this Section 2(C) 2.4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 12 month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 2.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement for a period of up to ninety (90) days from the date of the request. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 2.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 2.2.

Form S-3. Following (A) If, because of any changes in law, Commission rules or regulations or applicable interpretations thereof by the Initial Public Offeringstaff of the Commission or Commission policy, the Company is not permitted to effect the Exchange Offer as contemplated by Section 3(b)(iv) hereof, (B) if for any other reason the Exchange Offer is not completed within two years after the Effective Date, (C) upon the request of any of the Holders with respect to Securities held by such Holder that are not eligible to be exchanged for Exchange Securities in the Exchange Offer or which are exchanged in the Exchange Offer for Exchange Securities which are not freely tradeable or (D) if a Holder is not permitted by applicable law to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive freely tradeable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (A) through (D) the Company shall, at its cost: (a) As promptly as practicable, file with the Commission, and thereafter shall use its their reasonable best efforts to qualify for registration on cause to be declared effective as promptly as practicable but no later than two years after the Effective Date, a Form S-3 for secondary sales. After relating to the Company has qualified for offer and sale of the use Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the registration and set forth in the Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have S-3. (b) Use their reasonable best efforts to keep the right to request an unlimited number of registrations on Form S-3 continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Form S-3 is declared effective by the Commission, or for such shorter period that will terminate when all Registrable Securities covered by the Form S-3 have been sold pursuant to the Form S-3 or cease to be outstanding or otherwise to be Registrable Securities (such requests the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Form S-3 shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price extended to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be extent required to execute a general consent permit dealers to service of process in effecting such registration, qualification or compliance, unless comply with the Company is already subject to service in such jurisdiction and except as may be required by applicable prospectus delivery requirements under the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, otherwise provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holderherein.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration of its securities for offer and sale in the United States on Form S-3 for secondary sales(or F-3) or any successor form(s) as soon as possible. After the Company has qualified for the use of Form ▇-▇S-3 (or F-3), ▇▇▇▇▇▇▇ Pincus PRH shall have the right to request an unlimited number of registrations on Form S-3 (or F-3) (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares those Securities by such holdersPRH, including whether the registered offering will be underwritten), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):paragraph 4 or under paragraph 2 during any calendar year to the extent that PRH has disposed of Securities on two (2) or more occasions pursuant to any registration referred to in this paragraph 4 or in paragraphs 2 and 3 during that same calendar year. 1. Unless the Holder (b) The Company shall not be required to effect a registration pursuant to this paragraph 4 or Holders requesting registration propose pursuant to paragraph 2 unless PRH proposes to dispose of shares of Registrable Securities having an aggregate proposed offering price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $75 million. (c) The Company shall not be required to effect in the aggregate more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration ten (10) registrations pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registrationparagraph, provided that such number shall increase by one (1) if the registration Company effects a capital increase subsequent to the date hereof other than capital increases required solely in connection with Company stock option and other employee benefit plans. The underwriter of any underwritten offering shall be selected in the same manner as is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants set forth in such offeringparagraph 2.2. Subject to the foregoing, the Company will use its best efforts to as soon as practicable effect promptly the registration of all shares of Registrable Securities on Form S-3 (or F-3) to the extent requested by the Holder or Holders thereof PRH for purposes of dispositiondisposition and all such registrations, qualifications or compliance (including without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable Blue Sky or other state securities laws and appropriate compliance with applicable requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Securities as are specified in such request. In At all times that the event Company qualifies for registration of its securities on Form S-3 (F-3), any Holder requests a demand by PRH for registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities Agreement shall be pursuant to its partners, the registration shall provide for the resale by such partnersthis paragraph 4, if requested by such Holder.available, rather than pursuant to paragraph 2, provided that the Company shall include in the prospectus forming part of any registration statement on

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus The Majority Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. Unless (i) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,0002,500,000; 2. Within (ii) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(a) or (b) in which securities held by the requesting Holder Holders could have been included for sale or distribution; or; 3. In (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, members or stockholders, the registration shall provide for the resale by such partners, members or stockholders, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in -------- subsection 1.2 above, if Holders request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed Two Million Dollars ($2,000,000) and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however, the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) if the Company, within ten (10) days of the receipt of the request of the Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within thirty (30) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities), and does so file within said thirty (30) day period and makes reasonable efforts to cause such registration to become effective; (c) during a period of one hundred twenty (120) days following the effective date of a registration statement; (d) if the Company has effected two (2) registration pursuant to this subsection 1.4 within a twelve (12) month period from the date of such request; or (e) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or regulations thereunderbefore the date filing would be required, in which case the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after the furnishing of such a certificate of deferral; provided, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any consecutive twelve (12)- month period. In the event such Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be reasonably acceptable to the Company, provided, however, that in the event such underwriter(s) is (are) not reasonably acceptable to the Company, the Company shall be required to furnish to the Holders, within twenty (20) days of the receipt of the request for registration from Holders pursuant to this subsection 1.4, the names of at least two (2) underwriters acceptable to the Company, who agree to act as underwriter for the proposed offering on terms no less favorable to the Holders than those terms proposed in writing by the underwriter(s) selected by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(Csubsection 1.4 and shall provide a reasonable opportunity (but in no event less than 20 days) and any Holder or for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 1.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best diligent efforts to qualify for registration on Form S-3 for secondary salesS-3. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 19. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder10. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 9.10 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (A) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000 or (B) at any time when the Company has effected 2 registrations pursuant to this Section 9. In 10 during the event preceding 12-month period. Notwithstanding the foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder's ability to exercise its registration rights under Section 9.03 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C9.10 for any of the reasons set forth in Section 9.03(a)(ii)(A) in connection or (C) (which shall be deemed to apply to the obligations under this Section 9. 10 with equal force). In addition, any registration pursuant to this Section 9. 10 shall, be subject to the provisions of Section 9.03(b), which shall be deemed to apply to the obligations under this Section 9.10 with equal force, except that any reference therein to Section 9.03 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 9. 10.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,0001,000,000; 2. (ii) Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) If the Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company or its stockholders for such registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for one or more periods not to exceed ninety (90) days in the aggregate in any twelve-month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration shall provide for the resale by such partnerspartners or members, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company -------- shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Investors shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be required to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(c) if at the time of any request to register Registrable Securities, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in (A) a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 2(b) or (B) an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company. The Company may, at its option, direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of the determination by the Board of Directors, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. The Company shall give prompt written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights contained in the foregoing -------- provision of this Section 8.3, the Company Investors shall use have the following rights: (i) Special Situations Private Equity Fund, L.P. and its best efforts investment Affiliates shall have the right at any time during the period commencing on the Effectiveness Termination Date and ending on the second anniversary of the Closing Date to qualify for request registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 under this Section 8.3(c) (such requests request shall be in a writing signed by such Investor and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares such securities by such holdersInvestor); and (ii) the Investors shall have the right at any time after the Effectiveness Termination Date to request registration on Form S-3 under this Section 8.3(c) (such requests shall be in a writing signed by the holders of a majority in interest of the Common Shares and shall state the number of Registrable Securities to be disposed of and the intended method of disposition of such securities by the Investors). Notwithstanding the foregoing provisions of this Section 8.3(c), the Company shall not be required to effect a registration pursuant to this Section 8.3(c) unless Investors propose to dispose of Common Shares and Additional Shares which the Investors reasonably anticipate will have an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least five hundred thousand dollars ($500,000), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C8.3(c) if at the time of the request for a registration on Form S-3 the Company in good faith gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), and provided further that the Company shall not be required to effect more than one registration pursuant to Section 8.3(c)(i), and provided further that the Company shall not be required to effect more than one registration pursuant to Section 8.3(c)(ii) in connection with any six (6) month period, and provided further the Company shall have the right to defer the filing of the Form S-3 registration statement for a distribution period of Registrable Securities up to 60 days after receipt of the Investor's request if the Company shall furnish to the Investors a certificate signed by an officer of the Company stating that in the good faith judgment of the Company's Board of Directors it would be seriously detrimental to the Company and its partnersstockholders for such Form S-3 to be effected at such time; provided, however, that the registration shall provide for the resale by such partners, if requested by such HolderCompany may exercise this deferral only once in any 12 month period.

Form S-3. Following the Initial Public Offering, the The Company shall use its best diligent efforts to qualify for -------- registration on Form S-3 for secondary salesand to that end the Company shall register the Common Stock under the 1934 Act within 12 months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3 and the lapse of one year from the closing of the Company's initial public offering, ▇▇▇▇▇▇▇ Pincus the Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to thereafter under this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder2.9. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that the Company shall not be obligated to effect any such registration (A) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000 or (B) at any time when the Company has effected two (2) registrations pursuant to this Section 2.9. In Notwithstanding the event foregoing, nothing herein shall restrict, prohibit or limit in any Holder requests way a Holder's ability to exercise its registration rights under Sections 2.2 or 2.3 hereof. The Company shall have no obligation to take any action to effect any registration pursuant to this Section 2(C2.9 for any of the reasons set forth in Section 2.2(a)(ii)(A), (B), (C) in connection or (D), (which shall be deemed to apply to the obligations under this Section 2.9 with equal force). In addition, any registration pursuant to this Section 2.9 shall be subject to the provisions of Section 2.2(b), which shall be deemed to apply to the obligations under this Section 2.9 with equal force, except that any reference therein to Section 2.2 or a distribution of Registrable Securities subsection thereof shall, for these purposes only, be deemed to its partners, the registration shall provide for the resale by such partners, if requested by such Holderbe a reference to this Section 2.9.

Form S-3. Following (a) After the Initial Public Offeringfirst public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify for and remain qualified to register securities pursuant to a registration statement on Form S-3 for secondary sales(or any successor form) under the Securities Act. After the Company has qualified for the use An Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus $500,000 shall have the right to request an unlimited any number of registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holders. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C3 and such holders of Registrable Securities shall then have thirty (30) and any Holder or Holders joining in such request, as and if specified in a written request received by days to notify the Company within 10 days after such written notice, may in writing of their desire to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) . The Company shall apply to all participants in such offering. Subject to the foregoing, the Company will use uses its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 (or a comparable successor form) to the extent requested by such holders. The Company shall use its best efforts to keep such registration statement effective until the Holder earlier of 90 days or Holders thereof for purposes of disposition. In until such holders have completed the event distribution described in such registration statement. (b) The Company shall not be obligated to effect any Holder requests a registration such registration, qualification or compliance pursuant to this Section 2(C3: (i) in connection with a distribution if Form S-3 is not available for such offering by the holders of Registrable Securities; (ii) if the Company shall furnish to the holders of Registrable Securities a certificate signed by the Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company and upon the advice of securities law counsel reasonably acceptable to the Investors, it would be seriously detrimental to the Company and its partnersshareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the holder or holders under this Section 3; provided, that such right to delay a request shall provide be exercised by the Company not more than once in any twelve (12) month period; or (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the resale by such partners, if requested by such Holderholders pursuant to this Section 3.

Form S-3. Following the Initial Public Offering, Offering the Company shall -------- use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 6(d) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 6(d) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C6(d) in which securities held by the requesting Holder could have been included for sale or distribution; or. 3(iii) The Company shall not be required to effect a registration pursuant to this Section 6(d) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement. In such event, the Company shall have the right to defer the filing of the registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 6(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 6(d) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 2(C6(d) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(26(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company The IMMERSION shall use its best commercially reasonable efforts to qualify for registration on SEC Form S-3 for secondary salesor its successor form. After the Company IMMERSION has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares the Registrable Securities by such holdersHolders), provided that subject only to the Company following: (a) The IMMERSION shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public 1.4 (before deduction of Selling Expenses"Form S-3") of more than $5,000,000; 2. Within 180 within one hundred and eighty (180) days of after the effective date of the most recent any other registration of IMMERSION's securities. (b) The IMMERSION shall not be required to effect a registration pursuant to this Section 2(C1.4 ("Form S-3") in which securities held if the registration will be for less than one hundred fifty thousand (150,000) shares of Common Stock of IMMERSION. (c) If IMMERSION shall furnish to the Holders a certificate signed by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction President of IMMERSION stating that in which the Company good faith judgment of the Board of Directors of IMMERSION it would be required seriously detrimental to execute IMMERSION and its shareholders for such Form S-3 registration to be effected at such time, IMMERSION shall have the right to defer the filing of the Form S-3 registration statement for a general consent to service period of process in effecting such registration, qualification or compliance, unless not more than 180 days after receipt of the Company is already subject to service in such jurisdiction and except as may be required by request of the Securities Act or applicable rules or regulations thereunderHolders under this Section 1.4 ("Form S-3"). The Company IMMERSION shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C1.4 ("Form S-3") and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(21.2((b)) ("Underwriting") shall apply to all participants in such offering. Subject to the foregoing, the Company IMMERSION will use its best commercially reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Investors shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;3,000,000. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be required to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(c) if at the time of any request to register Registrable Securities, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in (A) a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 2(b) or (B) an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company. The Company may, at its option, direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of the determination by the Board of Directors, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. The Company shall give prompt written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following Subject to anything contained herein, no later than 12 months following the Initial Public OfferingClosing, Purchaser shall file with the Company shall use its best efforts to qualify for SEC a registration statement on Form S-3 for secondary sales. After under the Securities Act of 1933, or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company has qualified with the SEC, covering 25% of the Consideration Shares and Milestone Securities issued to the Sellers hereunder (except if the Purchaser is not then eligible to register for resale of suchshares on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Subject to anything contained herein and subject further to the use first registration statement under this Section 9.4 being declared effective, no later than the second anniversary of Form ▇-▇the Initial Closing, ▇▇▇▇▇▇▇ Pincus Purchaser shall have file with the right to request an unlimited number of registrations SEC a registration statement on Form S-3 (under the Securities Act of 1933, or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC, covering the remainder of the Consideration Shares and Milestone Securities issued to the Sellers hereunder(except if the Purchaser is not then eligible to register for resale such requests shares on Form S-3, in which case such registration shall be on another appropriate form in writing and shall state accordance herewith). Notwithstanding the aforesaid, if the amount of Ophthalix Shares to be included in any such registration statement exceeds the maximum number permitted under the rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415” as determined in good faith by the Purchaser,then the Purchaser may, in its discretion,reduce the amount of shares of Registrable Securities to be disposed of and included in any such registration statement to the intended method of disposition of shares by such holders), provided that the Company maximum amount so permitted.The Purchaser shall not be obligated required to effect, or take include any action to effect, shares in any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price statement that have been sold to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration either pursuant to this Section 2(C) in a registration statement or Rule 144, or which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration sold without volume restrictions pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such HolderRule 144.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Initiating Holder shall have the right to request an unlimited number of registrations Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersInitiating Holder), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c): 1. Unless (i) unless the Holder or Holders requesting registration Registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,00010,000,000; 2. Within 180 (ii) within one hundred eighty (180) days of the effective date of the most recent registration Registration pursuant to this Section 2(C2(c) in which securities held by the requesting Initiating Holder could have been included for sale or distribution; or; 3. In (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) if the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed sixty (60) days from the date of receipt of a written request from the Initiating Holder; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for registration Registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationRegistration, provided that if the registration Registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration Registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Initiating Holder or Holders thereof holding such shares for purposes of disposition. In the event any the Initiating Holder requests a registration Registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partnerspartners or members, the registration Registration shall provide for the resale by such partnerspartners or members, if requested by such Initiating Holder.

Form S-3. Following the Initial Public OfferingIf Company's stock becomes publicly traded, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesand to that end Company shall register the Common Stock under the Securities Exchange Act of 1934, as amended (the "1934 ACT") within twelve (12) months following the effective date of the first registration of any securities of Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 three (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to 3) times per year under this Section 2(C): 11.3. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 1.3 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly as soon as practicable the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition. In ; PROVIDED, HOWEVER, that Company shall not be obligated to effect any such registration if the event Holders, together with the holders of any Holder requests a registration pursuant other securities of Company entitled to this Section 2(C) inclusion in connection with a distribution of such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Hundred Thousand Dollars ($500,000). Notwithstanding the foregoing, nothing herein shall restrict, prohibit, or limit in any way a Holder's ability to exercise its partners, the registration shall provide for the resale by such partners, if requested by such Holderrights under Section 1.2 or 1.4 hereof.

Form S-3. Following The Company shall register its Common Stock under -------- the Initial Public OfferingSecurities Exchange Act of 1934, as amended, as promptly as reasonably practicable following the effective date of the first registration of any securities of the Company on Form S-1 and the Company shall use thereafter effect all qualifications and compliances as would permit or facilitate the sale and distribution of its best efforts to qualify for registration stock on Form S-3 for secondary salesS-3, to the extent available. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities Stock to be disposed of and the intended method of disposition of shares by such holders), provided disposition) except that the Company (a) shall not be obligated required to effect, or take any action to effect, any such effect more than one registration pursuant to this Section 2(C): 1. Unless 2.8 in any six-month period, and (b) shall not be required to effect a registration pursuant to this Section 2.8 unless the Holder or Holders requesting registration hold an aggregate of at least thirty percent (30%) of the Registrable Stock then outstanding and propose to dispose of shares of Registrable Securities Stock having an aggregate expected public offering price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder500,000. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) 2.8 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22.4(d) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities Stock on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holderthereof.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of -------- Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Silverado Initiating Holders, the TPG Initiating Holders, the New York Life Initiating Holders and the Crescent Initiating Holders each shall have the right to request an unlimited number of registrations on Form S-3 (such but not more than one registration in any twelve (12) month period shall be requested by each of the Silverado Initiating Holders, the TPG Initiating Holders, the New York Life Initiating Holders or the Crescent Initiating Holders) under this Section 4.2 (requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holdersHolder or Holders); provided, provided however, that the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 4.2 unless (a) the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having which they reasonably anticipate will have an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000; 2. Within 180 days 5,000,000 and (b) such Holder or Holders are not entitled to sell all of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute their shares within a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderthree-month period under Rule 144. The Company shall give written notice to all Holders of Registrable Securities and all other Holders of the receipt of a request for registration pursuant to this Section 2(C) 4.2 and any Holder or shall provide a reasonable opportunity for all Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may all other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best all reasonable efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3 or any comparable or successor form. Whenever the Company is qualified to use Form S-3, ▇▇▇▇▇▇▇ Pincus Holders of the outstanding Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares the Registrable Securities by such holdersHolders), subject only to the following: (a) The Company shall not be required to effect a registration pursuant to this Section 4 during the period beginning 60 days prior to the Company's good faith estimate of the date of filing of, and ending 180 days after the effective date of, any registration referred to in Sections 2 or 3 above, provided that the Company is using its best efforts to cause such registration statement to be filed and to become effective. (b) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $500,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration one registra tion pursuant to this Section 2(C) 4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 12 month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect as promptly as practicable the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgement of the Board of Directors it would materially interfere with the Company and its business for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement for such a period that the Board determines in good faith to be necessary, which in no event shall exceed one hundred and twenty (120) days. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 2.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus each Holder shall have the right to request an unlimited number of registrations Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration Registration pursuant to this Section 2(C2(c): 1. Unless (i) unless the Holder or Holders requesting registration Registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 (ii) within one hundred eighty (180) days of the effective date of the most recent registration Registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder could have been included for sale or distribution; or; 3. In (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) if the Company shall furnish to the requesting Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for registration Registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registrationRegistration, provided that if the registration Registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration Registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration Registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration Registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering(a) After an IPO, the Company shall use its reasonable best efforts to qualify for registration and remain qualified to register securities on Form S-3 for secondary salesor Form F-3 (or any comparable successor form) under the Securities Act or comparable short-form registration statement (if any) under applicable Non-U.S. Securities Laws. After For so long as the Company has is qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations register securities on Form S-3 (or any comparable successor form) or any short form registration statement, prospectus or similar form to Form S-3 under applicable Non-U.S. Securities Laws (a “Short-Form Registration Statement”), any Investor then holding 10% or more of the Registrable Securities may request registration or listing on a Short-Form Registration Statement for the Registrable Securities held by such requesting Investor; provided, that the Registrable Securities anticipated to be included in such offering shall have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000; provided, further, that the Company shall not be required to effect any registration or listing pursuant to this Section 3 more than two (2) times in any twelve (12) month period; provided further, however, that the Company shall not be required to effect any registration or listing pursuant to a request under Section 3 during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement or comparable listing document pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction (or any similar rule of the Commission or Non-U.S. Regulatory Agency) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement or comparable listing document to become effective. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderInvestors. The Company shall give written notice to all other Holders of the receipt of a request for registration or listing pursuant to this Section 2(C3 and such Holders shall then have thirty (30) and any Holder or Holders joining in such request, as and if specified in a written request received by days to notify the Company within 10 days after such written notice, may in writing of their desire to participate in the registration, provided that if registration or listing. If the request for registration is for or listing contemplates an underwritten public offering, the terms of Section 2(A)(2) Company shall apply to all participants state such in the written notice and, in such offering. Subject event, the right of any Holder to participate in such registration or listing shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwritten public offering to the foregoing, the extent provided herein. The Company will shall use its reasonable best efforts to effect promptly the registration or listing of all shares of Registrable Securities on a Short-Form S-3 Registration Statement to the extent requested by such Investors; provided, however, the Holder Company may postpone the filing or Holders thereof for purposes the effectiveness of disposition. In the event any Holder requests a registration statement pursuant to this Section 2(C3 for a reasonable period of time, if the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Supervisory Board determines in good faith that such disclosure is not in the best interests of the Company and its shareholders; provided, that such postponements shall not (i) exceed ninety (90) days in connection the aggregate during any twelve (12) month period or (ii) occur more than once in any twelve (12) month period, and the Company shall thereafter be required to file and use its reasonable best efforts to make effective as promptly as practicable any request for a registration or listing still pending under this Section 3. (b) If a requested registration or listing pursuant to Section 3 involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement other than this Agreement, (iii) third, shares sought to be registered or listed by the Company with the consent of the Requisite Investors, if any, (iv) fourth, the Registrable Securities sought to be included by the Investors pursuant to Section 3(a), it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered). If there is a distribution reduction of the number of securities registered pursuant to clauses (i), (ii) or (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by the holders in each tranche and subject to its partnersthe priorities set forth in the preceding sentence). (c) With respect to a request for registration or listing pursuant to Section 3(a), which is for an underwritten public offering, the managing underwriter shall be chosen by the Holders of a majority in interest of the Registrable Securities to be included in such registration or listing pursuant to Section 3(a), subject to consultation with the Supervisory Board and the other Holders including Registrable Securities in such registration or listing; provided, that if TA is including Registrable Securities in such registration or listing, the managing underwriter shall provide for be chosen by TA, subject to consultation by TA with the resale by Supervisory Board and the other Investors including Registrable Securities in such partners, if requested by such Holderregistration or listing.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for -------- registration on Form S-3 for secondary salesand to that end the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus in addition to the rights contained in the foregoing provisions of this Section 4, the Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 thereafter under this Section 4.9 (such requests shall be in a writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holdersHolder or Holders), provided that the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 4.9 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having which they reasonably anticipate will have an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least one million five hundred thousand dollars ($5,000,000; 2. Within 180 days of 1,500,000), provided further that the effective date of the most recent Company shall not be required to effect a registration pursuant to this Section 2(C) in which securities held by 4.9 if at the requesting Holder could have been included time of the request for sale or distribution; or 3. In any particular jurisdiction in which a registration on Form S-3 the Company would in good faith gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), provided further that the Company shall not be required to execute a general consent effect more than one registration pursuant to service of process this Section 4.9 in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderany twelve (12) month period. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 4.9 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 S-3, as the case may be, to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the The Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor its successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of 25% of the then outstanding Registrable Securities shall have the right at any time to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such registration file an S-3 Registration Statement pursuant to this Section 2(C):2.4 within ninety (90) days of the effective date of any registration referred to in Sections 2.2 or 2.3 above. 1. Unless (b) The Company shall not be required to file a registration statement pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than at least $5,000,000;3,000,000. 2. Within (c) If at the time of any request to register Registrable Securities pursuant to this Section 2.4, the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of 180 days of from the effective date of such offering or the most recent date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. (d) Only one registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as S-3 Registration Statement may be required by the Securities Act or applicable rules or regulations thereunderhereunder during any twelve-month period. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoingprovisions of Section 2.5, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested pursuant to this Section 2.4 by the Holder or Holders thereof of such Registrable Securities for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public Offering, the Company The Investors shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall hereby have the right to, from time to time and in their sole discretion, request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersHolders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within 180 (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution. (iii) The Company shall not be required to effect a registration pursuant to this Section 2(c) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its stockholders for a Registration Statement to be filed in the near future, then the Company's obligations under this Agreement shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders; orPROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period. 3. In (iv) The Company shall not be obligated to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) hereof shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth -------- in Section 1.2 above, if the Company shall receive from any Holder or Holders of the Registrable Securities a written request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities and any related qualification or compliance, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed $1,000,000 and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company will give prompt written notice of the proposed registration, qualification and compliance to all other Holders and shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as may be requested as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities); (c) during the period starting with the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement described in (b) above or regulations thereunderpursuant to Section 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period; (d) if the Company has effected two (2) registrations pursuant to this Section 1.4 within the 12-month period prior to the date of such request; or (e) if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this Section 1.4 more than once in any 12-month period. In the event such Initiating Holders propose to offer the shares of Registrable Securities pursuant to this Section 1.4 by means of an underwriting, the proposed underwriters shall be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(21.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the Initial Public OfferingAfter its initial public offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary salesor any comparable or successor form. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Holders of the Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares Shares by such holdersHolders), provided that subject only to the following: (a) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):2.4 within 120 days of the effective date of any registration referred to in Sections 2.2 or 2.3 above. 1. Unless (b) The Company shall not be required to effect a registration pursuant to this Section 2.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of at least $750,000. (c) The Company shall not be required to effect more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration two registrations pursuant to this Section 2(C) 2.4 in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderconsecutive 1 2 month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C) 2.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 2.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgement of the Board of Directors it would be seriously detrimental to the Company for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall be entitled to delay the filing of such registration statement for an additional period of up to ninety (90) days. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 2.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 2.2.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus the Investors shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 2(c) unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 2(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) 2 in which securities held by the requesting Holder could have been included for sale or distribution; or. 3. In (iii) The Company shall not be required to effect any registration pursuant to this Section 2(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (iv) The Company shall not be required to effect a registration pursuant to this Section 2(c) if at the time of any request to register Registrable Securities, the Company is engaged or has fixed plans to engage within thirty (30) days of the time of the request in (A) a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 2(b) or (B) an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company. The Company may, at its option, direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the date of the determination by the Board of Directors, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. The Company shall give prompt written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following the consummation of the Company’s Initial Public Offering, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇the ▇▇▇▇▇▇ Pincus Member shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders); provided, provided that (A) the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless 4.5(b)(iii): (I) during customary blackout periods, during any other offering being conducted by the Holder Company or Holders requesting whenever the Company, as determined in good faith by the Board, believes the Company is likely to suffer a material adverse effect from engaging in any such registration propose to dispose at such time, (II) unless the dollar amount of shares of the Registrable Securities having an aggregate price the demanding Member elects to the public sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000 and (before deduction of Selling ExpensesIII) of more than $5,000,000; 2. Within 180 within 270 days of the effective date of the most recent registration pursuant to this Section 2(C4.5(b)(iii) in which securities held by the requesting Holder Member could have been included for sale or distribution; or 3. In provided, any particular jurisdiction such 270- day period may be shortened by the Board if the Board determines, in which its sole discretion, that shortening such period would not materially and adversely affect the Company would or the stockholders (or other equity holders if not a corporation) of the Company, (B) the Company will pay for all Registration Expenses incurred by a Member in connection with participating in such offering pursuant to the exercise of its demand registration rights and (C) any participating Member will be required (I) to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice to all Holders of the receipt of a request provide customary selling Member information for registration pursuant to this Section 2(C) and any Holder or Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may participate inclusion in the registration, provided that if prospectus or other offering materials together with customary indemnification and contribution obligations to protect the registration is for an underwritten offering, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoingunderwriters, the Company will use and its best efforts directors, officers, employees and agents, and the other Members from losses in the event the information furnished by any such Member is incorrect and (II) to effect promptly enter into customary agreements governing the registration sale of all shares of its Registrable Securities on Form S-3 to in the extent requested by offering (including the Holder or Holders thereof for purposes underwriting agreement, custody agreement, standstill agreement and power of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holderattorney).

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in subsection 1.2 above, if Holders request that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed $5,000,000 and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations offering as soon as practicable on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided that however the Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.3: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or applicable rules entity could require the Company to file a registration statement in such period; (c) if the Company has effected a registration pursuant to this subsection 1.3 within a 12-month period from the date of such request; or (d) if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be filed on or regulations thereunderbefore the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than 90 days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.3 more than once in any six month period. In the event such Initiating Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.3 by means of an underwriting, the proposed underwriter(s) shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) subsection 1.3 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms . The right of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a to registration pursuant to this Section 2(C) subsection 1.3 shall be conditioned upon such Holder's participation in connection with a distribution such underwriting and the inclusion of such Holder's Registrable Securities to its partners, in the registration shall provide for underwriting (unless otherwise mutually agreed by a majority in interest of the resale by such partners, if requested by Initiating Holders and such Holder.) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or

Form S-3. Following the Initial Public Offering, Offering the Company -------- shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇S-3, ▇▇▇▇▇▇▇ Pincus Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holders), provided that subject only to the following: (i) The Company shall not be obligated required to effect, or take any action to effect, any such effect a registration pursuant to this Section 2(C): 1. Unless 4(c) unless the Holder or Holders of Registrable Securities requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expensesunderwriting discounts and expenses of sale) of more than $5,000,000;. 2. Within (ii) The Company shall not be required to effect a registration pursuant to this Section 4(c) within 180 days of the effective date of the most recent registration pursuant to this Section 2(C4(c) in which securities held by the requesting Holder could have been included for sale or distribution; or. 3(iii) The Company shall not be required to effect a registration pursuant to this Section 4(c) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement. In such event, the Company shall have the right to defer the filing of the registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 4(d). (iv) The Company shall not be obligated to effect any registration pursuant to this Section 4(c) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. The Company shall give written notice thereof to all Holders of Registrable Securities within five (5) days of the receipt of a request for registration pursuant to this Section 2(C4(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may of Registrable Securities to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(24(b)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

Form S-3. Following In addition to the Initial Public Offeringrights and obligations set forth in subsection 1.2 above, if any Holder requests that the Company file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (before deduction of underwriting discounts and commissions) would equal or exceed $2,500,000 and the Company is then a registrant entitled to use Form S-3 to register the shares for such an offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified cause such shares to be registered for the use offering as soon as practicable (but in no event more than 60 days after receipt of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of registrations request) on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities or any successor form to be disposed of and the intended method of disposition of shares by such holdersForm S-3); provided, provided however, that the Company shall not be obligated required to effecteffect more than two (2) registrations pursuant to this subsection 1.4 in any 365 day period; and; provided, or take any action further, that the Company shall not be required to effect, any such effect a registration pursuant to this Section 2(C):subsection 1.4: 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(Ca) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act Act; (b) if the Company, within ten (10) days of the receipt of the request of such Holder(s), gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or applicable rules any other registration which is not appropriate for the registration of Registrable Securities); (c) during a period of one hundred eighty (180) days following the effective date of a registration statement pursuant to which Holders had the opportunity to participate pursuant to Section 1.3 hereof; or (d) if the Company shall furnish to such Holders a certificate signed by the Company’s investment bankers and supported by a determination of the Company’s Board that, in its good faith judgment, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or regulations thereunderbefore the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.4(d) more than once in any twelve (12) month period. In the event such Holders propose to offer the shares of Registrable Securities pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be selected by a majority in interest of the such Holders and shall be reasonably acceptable to the Company, provided, however, that in the event such underwriter(s) is (are) not reasonably acceptable to the Company, the Company shall be required to furnish to the Holders, within twenty (20) days of the receipt of the request for registration from Holders pursuant to this subsection 1.4, the names of at least 2 underwriters acceptable to the Company, who agree to act as underwriter for the proposed offering on terms no less favorable to the Holders than those terms proposed in writing by the underwriter(s) selected by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C) subsection 1.4 and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(2subsection 1.2(b), including without limitation the provisions relating to the allocation of Registrable Securities in a registration and underwriting and the exclusion of other securities (including the Common Shares held by Common Holders) prior to any reduction of Registrable Securities in any Underwriting, shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a Any registration pursuant to this Section 2(C) in connection with 1.4 shall not be counted as a distribution of Registrable Securities registration pursuant to its partners, the registration shall provide for the resale by such partners, if requested by such HolderSection 1.2.

Form S-3. Following After the Initial Public Offeringfirst public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify for registration and remain qualified to register securities on Form S-3 for secondary sales(or any successor form) under the Securities Act. After the Company has qualified for the use Thereupon on one or more occasions a Holder or Holders holding Registrable Securities anticipated to have an aggregate sale price in excess of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus $1,000,000 shall have the right to request an unlimited number of registrations registration on Form S-3 (or any successor form) for the Registrable Securities held by such requesting Holder or Holders. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares such securities by such holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C): 1. Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000; 2. Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C) in which securities held by the requesting Holder could have been included for sale or distribution; or 3. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunderHolders. The Company shall give written notice to all Holders other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2(C2(c), and such other holders of Registrable Securities shall then have thirty (30) and any Holder or Holders joining in such request, as and if specified in a written request received by days to notify the Company within 10 days after such written notice, may in writing of their desire to participate in the registration. All expenses incurred in connection with any registration, provided that if the registration is for an underwritten offeringfiling, the terms of Section 2(A)(2) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares or qualification of Registrable Securities on Form S-3 with respect to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration registrations pursuant to this Section 2(C2(c) shall be borne by the Company, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of counsel for the Company and the reasonable fees and disbursements, not to exceed $50,000 in connection with the aggregate, of one separate counsel for the selling Holders hereunder (selected by the Holders of a distribution majority of the Registrable Securities that are included in the corresponding registration); provided, however, that the selling Holders shall bear underwriting and selling discounts and commissions attributable to its partners, the registration shall provide for the resale their Registrable Securities being registered and transfer taxes on shares being sold by such partners, if requested by such HolderHolders.

Form S-3. Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form ▇-▇, ▇▇▇▇▇▇▇ Pincus shall have the right to request an unlimited number of three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such holdersWarburg Pincus), provided provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(C2(c): 1. (i) Unless Warburg Pincus and the Holder or other Holders requesting who join in such registration pursuant to the terms hereof propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,00010,000,000; 2. (ii) Within 180 days of the effective date of the most recent registration pursuant to this Section 2(C2(c) in which securities held by the requesting Holder Warburg Pincus could have been included for sale or distribution; or; 3. (iii) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (iv) 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 date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(C2(c) and any Holder or shall provide a reasonable opportunity for other Holders joining in such request, as and if specified in a written request received by the Company within 10 days after such written notice, may to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(A)(22(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 2(C2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.