Common use of Form S-3 Clause in Contracts

Form S-3. If the Company becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3. If S-3 or such successor form, and when the Company becomes entitled to use Form S-3, the (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of not less than twenty (20%underwriting discounts and Commission, if any) in excess of Registrable Securities $500,000 shall have the right on one or more occasions to request and have effected not more than one the registration per year of shares of Registrable Securities held by them their Shares on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such 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 such shares Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such holder Investor(s) or holdersFounder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration 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 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 Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the 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 Registration Statement requested pursuant to this Section 2.2 5.3 to become effective prior to 90 days following the effective date of a registration statement 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 holders of Registrable Securities Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated registration statement 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 effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 5.3 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3S-3 or such successor form. If and when the Company becomes entitled to use Form S-3Each Holder (or transferee of his, the holders of an aggregate of not less than twenty (20%) of her or its Registrable Securities in accordance with the terms of this Agreement) shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them 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 $500,000. Such requests 1,000,000 (such request 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 Holder or holdersHolders). 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities the Holders of the receipt of a request for registration pursuant to this Section 2.2 2.3 and shall provide a reasonable opportunity for such holders Holders to participate in the such a registration. Subject to the foregoingforegoing and the provisions of applicable law, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock Registrable Securities on Form S-3 or such successor form to the extent requested by the holder Holder or holders thereof Holders thereof. The Company shall, after consultation with the Holders requesting registration, select one or more underwriters to sell the Registrable Securities to be registered through an underwritten public offering. All expenses in connection with a registration requested pursuant to this Section 2.3 and the reasonable fees and expenses of one independent counsel for purposes the Holders shall be borne by the Company; PROVIDED, HOWEVER, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of dispositionany Holder requiring such registration and (ii) the Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders. Notwithstanding The Company may postpone the foregoingfiling of any registration statement required hereunder for a reasonable period of time, not to exceed 180 days, if the Company has been advised by legal counsel, which counsel shall be acceptable to the Holders, that such filing would require the disclosure of a material transaction or other factor which would not otherwise be required to be disclosed at such time and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company with respect to the registration of the Registrable Shares. At the Company's option, the Company may elect to include in such registration on Form S-3, securities to be issued by the Company and, if required in order to effect the registration of such securities, cause the registration to be made pursuant to a Registration Statement on Form S-1 or S-2, which shall count as the Registration Statement on Form S-3 to be filed pursuant to this Section 2.3. In the event that the Company exercises such option, the inclusion of shares by Holders will be subject to the right of the underwriters to reduce, in view of market conditions, the number of Registrable Securities proposed to be registered (in which case the number of shares of Registrable Securities to be registered shall be allocated among all Holders in proportion, as nearly as practicable, to their respective holdings of Registrable Securities); PROVIDED, HOWEVER, that if the number of Registrable Securities pursuant to such a registration shall be reduced to a number which is less than 60% of the number of Registrable Securities as to which such Holders requested registration pursuant to this Section 2.3 then such registration shall not be required counted as the Registration Statement on Form S-3 to effect be filed pursuant to this Section 2.3 by the Holders requesting such registration. Holders of Registrable Securities will not be permitted to require the Company to file a Registration Statement pursuant to this Section 2.3 more frequently than once every six months. The registration rights provided by this Section 2.3 shall expire on September 19, 2006. If so requested by any Holder in connection with a registration under this Section 2.2 or Section 2.1 if2.3, in the opinion of counsel for the Company, which counsel and opinion Company shall be reasonably acceptable take such steps as are required to the Holders of Registrable Securities, register such Holders of Holder's Registrable Securities may then sell for sale on a delayed or continuous basis under Rule 415 for a period not to exceed 180 days, and also take such steps, during such 180-day period, as are required to keep any registration effective until all Registrable Securities within a 90 day period without registration under the Actregistered thereunder are sold.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 or such successor form. If and when One or more of the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Holders holding Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 or such successor form for a public offering of shares of Registrable Securities and having an aggregate proposed offering price of not less than exceeding $500,000. Such 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 Holder or holdersHolders). The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 SECTION 3.3 to become effective prior to the later of (a) 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 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 SEC under the Securities Act is applicable)) and (b) 30 days following 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 Rule 144A or registered public offering of securities of the Company; providedPROVIDED, howeverHOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day the end of the period set forth in clause (a) or (b) above, as applicable, if the request pursuant to this Section 2.2 SECTION 3.3 has been made prior to the expiration of such 90-day period. The 4 -4- Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days during any twelve-month period, if the Company has been advised by legal counsel 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 give notice to all holders Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 SECTION 3.3 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such successor form to the extent requested by the holder Holder or holders Holders thereof for purposes of disposition. Notwithstanding the foregoingIf so requested by any Holder in connection with a registration under this SECTION 3.3, the Company shall not be take such steps as are required to effect register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration under this Section 2.2 or Section 2.1 if, in the opinion of counsel effective for the Companyshorter of (a) six months or (b) until all of such Holder's Registrable Securities registered thereunder are sold; provided, which counsel and opinion shall be reasonably acceptable to the Holders of however, that "Registrable Securities, such Holders " shall not include any shares of Registrable Securities Common Stock which may then sell all Registrable Securities within a 90 day period without registration be sold by the holder thereof under Rule 144(k) promulgated under the Securities Act.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3S-3 or such successor form. If and when In addition to their rights under Section 2.02 hereof, one or more of the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities Investors shall have the right to request and have effected not more than one registration per year of shares registrations of Registrable Securities held by them 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 $500,000. Such 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 holder Investors). The Company shall give notice to all of the Investors that hold Registrable Securities or holdersNon-Voting Common Stock at that time of the receipt of a request for registration pursuant to this Section 2.03 and upon the written request of any such Investor delivered to the Company within 30 days after receipt from the Company, the Company shall use its best efforts to cause such of the Registrable Securities as may be requested by any Investor to be registered under the Securities Act on Form S-3 (or any successor form). If so requested by Investors holding a majority in interest of the Registrable Securities to be registered under this Section 2.03, the Company shall take such steps as are required to register such Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective for 180 days or until all of such Registrable Securities registered thereunder are sold, whichever is shorter. All expenses incurred in connection with a registration requested pursuant to this Section 2.03 (other than underwriting and selling commissions attributable to the Registrable Securities) and the reasonable fees and expenses of not more than one independent counsel for the Investors shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require disclosure of a material impending transaction or other matter and the Company determines reasonably in good faith that such disclosure would have a material adverse effect on the Company. The Company shall not be required to cause more than two registration statements requested pursuant to this Section 2.03 to become effective in any twelve-month period. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 2.03 to become effective prior to 90 180 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 Investors initiating a demand under this Section 2.03 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 effectiveness promptly following such 90180-day period if the request pursuant to this Section 2.2 2.03 has been made prior to the expiration of such 90180-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If After the first public offering of its securities registered -------- under the Securities Act, the Company becomes shall use its best efforts to qualify and remain qualified to register securities on Form S-3 (or any successor form) under the Securities Act. The holders of Registrable Securities anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $500,000 shall have the right at any time when the Company is eligible to use Form S-3, the Company shall use its reasonable efforts on one or more occasions, to continue to qualify at all times for request registration on Form S-3. If and when S-3 (or any successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such 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. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3 and shall provide a reasonable opportunity for such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not exceed ninety (90) days in the foregoingaggregate during any twelve (12) month period, if (i) the Company will use its best efforts to effect promptly 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 registration Board of all shares Directors of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall determines in good faith that such disclosure is not be required to effect a registration under this Section 2.2 or Section 2.1 if, in the opinion best interests of counsel 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 the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Actdelaying filing or effectiveness.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form for secondary offerings by its shareholders, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3. If S-3 or such successor form, and when the Company becomes entitled to use Form S-3, the (b) holders of an aggregate of not less than twenty ten percent (2010%) of the Series A or Series B Registrable Securities Shares shall have the right to request and have effected not more than one (1) registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities Shares having an aggregate proposed offering price of not less than $500,000. Such 5,000,000 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 such shares Shares by such holder Investor(s)) within any consecutive twelve (12) month period. The Company will notify all of the holders of Registrable Shares of its receipt of such notification from such holders. If within thirty (30) days after their receipt of such notice any Investor requests the inclusion of some or holdersall of the Registrable Shares owned by such Investor in such registration, the Company will use its best efforts to cause such Registrable Shares so requested (including the Registrable Shares held by the Investor(s) giving the initial notice of intent to register hereunder) to be registered on Form S-3 or such successor form to the extent requested by such Investor(s). If so requested by such Investor(s) in connection with a registration under this Section 4.3, the Company shall take such steps as are required to register such Investor'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 Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 180 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 4.3 and the reasonable fees and expenses of one independent counsel for all of the Investors as a group shall be borne by the Company. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 90 days, if the Company determines in good faith 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 Registration Statement requested pursuant to this Section 2.2 4.3 to become effective prior to 90 180 days following the effective date of a registration statement Registration Statement initiated by the Investors pursuant to Section 4.2 or by the Company and relating to the Company's IPO (or 90 days with respect to any subsequent underwritten public offering), 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 Investors to the effect that the Company is commencing to prepare a Company-initiated registration statement 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 effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 4.3 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3(a) After an IPO, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for registration register securities on Form S-3S-3 or 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. If and when For so long as the Company becomes entitled is qualified to use register securities on Form S-3S-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 holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have may request registration or listing on a Short-Form Registration Statement for the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of such requesting Investor; provided, that the Registrable Securities having anticipated to be included in such offering shall have an aggregate proposed offering sale price (net of underwriting discounts and commissions, if any) in excess of $1,000,000; provided, further, that the Company shall not less be required to effect any registration or listing pursuant to this Section 3 more than $500,000two (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 holder or holdersInvestors. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities other Holders of the receipt of a request for registration or listing pursuant to this Section 2.2 3 and such Holders shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registrationregistration or listing. Subject to If the foregoingrequest for registration or listing contemplates an underwritten public offering, the Company will shall state such in the written notice and, in such 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 extent provided herein. The Company shall use its reasonable best efforts to effect promptly the registration or listing of all shares of Common Stock on a Short-Form S-3 Registration Statement to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoingsuch Investors; provided, however, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 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 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 effect 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 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act3.

Form S-3. If After the Company becomes eligible to use Form S-3first public offering of its securities registered under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities on Form S-3 (or any successor form) under the Securities Act. 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 $500,000 shall have the right, on one or more occasions, to request registration on Form S-3. If and when S-3 (or any successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such 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 securities 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3, and such other holders of Registrable Securities shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject , subject to the foregoinglimitations set forth in Section 4. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not exceed forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company will use its best efforts to effect promptly 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 registration Board of all shares Directors of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall determines in good faith that such disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans, (c) the managing underwriter determines in good faith that an audit (other than the Company's regular year-end audit) would be required to effect successfully market such offering, and (d) the Company's President certifies in writing that the Company is then currently engaged in discussions with its managing underwriter concerning a registration under this statement that would be subject to Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act4 hereof.

Form S-3. If Following the Company becomes eligible to use Form S-3IPO, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities on Form S-3 under the Securities Act. For so long as the Company is qualified to register securities on Form S-3, Investors holding Registrable Securities anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3. If and when S-3 of the Company becomes entitled to use Form S-3, sale of the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such requesting 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 holder or holdersInvestors. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of other Investors and the Management Stockholders holding Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3 and such Investors and Management Stockholders shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject to the foregoing, the The Company will shall use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoingsuch Investors and Management Stockholders; provided, however, that the Company shall not be required may postpone the filing or the effectiveness of any registration statement pursuant to effect a registration under this Section 2.2 3 for a reasonable period of time if (i) the Company has been advised by legal counsel that such filing or Section 2.1 ifeffectiveness would require disclosure of material non-public information, and the Board of Directors determines in the opinion of counsel for the Company, which counsel and opinion shall good faith that such disclosure would be reasonably acceptable detrimental to the Holders Company and its stockholders, or (ii) the Board of Registrable Securities, Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness; provided that in no such Holders case may such periods of Registrable Securities may then sell all Registrable Securities within a 90 day postponement exceed an aggregate of ninety (90) days in any period without registration under the Actof twelve (12) consecutive months.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act (or any successor form), the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders Holders of an aggregate of not less than twenty (20%) 50% of Registrable Securities shall have the right to request and have effected not more than one registration per year (and not more than two registrations in total) of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000Securities. 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 Holder or holdersHolders. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 to become effective prior to before 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, faith to the holders 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 reasonable best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to before the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock Registrable Securities on Form S-3 to the extent requested by the holder Holder or holders Holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in the unqualified 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 may then sell all Registrable Securities within a 90 day period proposed to be sold in the manner proposed to be sold without registration under the Act.

Form S-3. If After the Company becomes eligible to use Form S-3first public offering of its securities registered -------- under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities on Form S-3 (or any successor form) under the Securities Act. 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 $500,000 shall have the right, on one or more occasions, to request registration on Form S-3. If and when S-3 (or any successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such 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 securities 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3, and such other holders of Registrable Securities shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject , subject to the foregoinglimitations set forth in Section 4. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not exceed -------- forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company will use its best efforts to effect promptly 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 registration Board of all shares Directors of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall determines in good faith that such disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans, (c) the managing underwriter determines in good faith that an audit (other than the Company's regular year-end audit) would be required to effect successfully market such offering, and (d) the Company's President certifies in writing that the Company is then currently engaged in discussions with its managing underwriter concerning a registration under this statement that would be subject to Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act4 hereof.

Form S-3. If As long as the Company becomes is eligible to use Form S-3S-3 for secondary offerings, the Company shall will, no later than six months following the Closing Date (but no earlier than 15 Business Days prior to the date that is six months following the Closing) (as defined in the Merger Agreement), file and cause to be automatically effective or declared effective, as applicable, a shelf registration statement on Form S-3 under the Securities Act covering the resale of the Registrable Securities (the “Shelf Registration Statement”), which, as long as the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), will be filed as an automatic shelf registration statement. The Shelf Registration Statement will remain continuously effective for the benefit of each Investor Group until the earlier of (i) the date on which such Investor Group collectively disposes of all Registrable Securities beneficially owned by the applicable Investor Group in excess of 1% of the then-outstanding Common Shares and (ii) the date that is three years after the date on which the Shelf Registration Statement became effective, subject to an extension equal to the aggregate number of days of any Blackout Periods. No later than 10 days prior to filing the Shelf Registration Statement, the Company will notify the Investors of the intended filing date. The Investors will provide such information and other cooperation as the Company reasonably requests in connection with the preparation, filing and use of any registration statement pursuant to this Section 4.1(a), including information required by Item 507 of Regulation S-K promulgated under the Securities Act; provided that, notwithstanding anything in this Section 4.1(a) to the contrary, the Company may delay the registration of Registrable Securities as necessary if the Investors fail to provide information within the scope of this sentence within a reasonable time after receiving a request. The Company will use its reasonable best efforts to continue remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period beginning on the date hereof and through the date on which the Shelf Registration Statement is required to qualify at all times remain effective. If the Shelf Registration Statement is an automatic shelf registration statement and the Company no longer qualifies as a WKSI, the Company will, as and when required under the Securities Act, file an appropriate amendment to the Shelf Registration on Form S-3 so that it continues to be usable. In the event the Company is no longer qualified for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 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 resale of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoingSecurities, the Company will use its reasonable best efforts to effect promptly the registration of all shares of Common Stock pursuant to this Section 4.1(a) on Form S-3 S-1 or any successor form thereto to the same extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, as the Company shall not would be required to effect a registrations on Form S-3, and any such registration under this Section 2.2 or Section 2.1 if, in the opinion of counsel for the Company, which counsel and opinion statement shall be reasonably acceptable deemed to the Holders be a Shelf Registration Statement for purposes of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Actthis Agreement.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3S-3 or such successor form. If and when the Company becomes entitled In addition to use Form S-3their rights under Section 2.01 hereof, the holders of an aggregate of not less than twenty (20%) of Registrable Securities Holders shall have the right to request and have effected not more than one registration per year of shares registrations of Registrable Securities held by them on Form S-3 or such successor form for a public offering sale of shares of Registrable Securities having an aggregate proposed offering sale price of not less than $500,000. Such 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 the Holders). The Company shall use its best efforts to cause such holder Registrable Securities to be registered under the Securities Act on Form S-3 (or holdersany successor form). If so requested by the Holders, the Company shall take such steps as are required to register the Registrable Securities for which the Holders have requested registration for sale on a delayed or continuous basis under Rule 415, and to keep such registration continuously effective for a period of at least 36 months following the date on which such registration statement is declared effective or until all of such Registrable Securities registered thereunder are sold, whichever is shorter. All expenses attributable to a registration requested pursuant to this Section 2.02, including the underwriting and selling commissions relating to the Registrable Securities, shall be borne by the Holders exercising their rights hereunder. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending 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. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 2.02 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 best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.3

Form S-3. If the Company becomes eligible to use Form S-3S-3 (or any comparable successor form) under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for 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 $500,000 shall have the right, on one or more occasions, to request registration on Form S-3. If and when S-3 (or any comparable successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of such requesting Investor or Investors; provided, however, that there shall not less be more than $500,000two registrations under this Section 3 in any twelve (12) month period. 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 Investor or holdersInvestors. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of other Investors holding Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3 and such Investors shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject to the foregoing, the The Company will shall use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 (or any comparable successor form) to the extent requested by the holder such Investor or holders thereof for purposes of disposition. Notwithstanding the foregoingInvestors; provided, however, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, exceed ninety (90) days in the opinion aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of counsel 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 the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Actdelaying filing or effectiveness.

Form S-3. If the Company becomes eligible to use Form S-3S-3 (or any comparable successor form) under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for 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. If and when S-3 (or any comparable successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such 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 holder Investor or holdersInvestors. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities other Holders of the receipt of a request for registration pursuant to this Section 2.2 3 and such Holders shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject to the foregoing, the The Company will shall use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 (or any comparable successor form) to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoingsuch Holders; provided, however, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, exceed ninety (90) days in the opinion aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of counsel 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 the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Actdelaying filing or effectiveness.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 or such successor form. If At any time and when from time to time after the Company becomes entitled eligible to use Form S-3S-3 or such successor form, the holders Holders of an aggregate of not less than twenty ten percent (2010%) of Registrable Securities then outstanding and held by the Holders shall have the right to request and have effected not more than one a registration per year of shares of Registrable Securities held by them 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 $500,000. Such 100,000.00 (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 holder Holder or holdersHolders). The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 8.7 to become effective prior to 90 ninety (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 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 best efforts to achieve such effectiveness promptly following such ninety (90-) day period if the request pursuant to this Section 2.2 8.7 has been made prior to the expiration of such ninety (90-) day period. The 4 -4- Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Company has been advised by legal counsel 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 give notice to all holders of Registrable Securities Holders of the receipt of a request for registration pursuant to this Section 2.2 8.7 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such -14- C/M: 11926.0033 414869.5 successor form to the extent requested by the holder Holder or holders Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 8.7, 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 Section 8.7, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 8.7 if, in the opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable SecuritiesHolders, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act (or any successor form), the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders Holders of an aggregate of not less than twenty (20%) 50% of Registrable Securities shall have the right to request and have effected not more than one registration per year (and not more than two registrations in total) of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000Securities. 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 Holder or holdersHolders. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.2 2.3 to become effective prior to before 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, faith to the holders 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 best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 2.3 has been made prior to before the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 2.3 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock Registrable Securities on Form S-3 to the extent requested by the holder Holder or holders Holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 2.3 if, in the unqualified 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 may then sell all Registrable Securities within a 90 day period proposed to be sold in the manner proposed to be sold without registration under the Act.

Form S-3. If the Company Corporation becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company Corporation shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 or such successor form. If At any time and when from time to time after the Company Corporation becomes entitled eligible to use Form S-3S-3 or such successor from, the holders Holders of an aggregate of not less than twenty (20%) 15% of Registrable the number of Restricted Securities then outstanding shall have the right to request and have effected not more than one a registration per year of shares of Registrable Restricted Securities held by them on Form S-3 or such successor form for a public offering of shares of Registrable Restricted Securities having an aggregate proposed offering price of not less than $500,000. Such 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 holder Holder or holdersHolders). 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, however, that the Company Corporation shall use its best efforts to achieve such effectiveness as promptly following such as is reasonably practicable. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90-day period ) days, if (i) the request pursuant to this Section 2.2 Corporation has been made prior to advised by legal counsel that such filing would require the expiration disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such 90-day perioddisclosure would have a material adverse effect on the Corporation; or (ii) in the good faith determination of the Corporation’s Board of Directors, the Corporation would be materially and adversely affected by the required registration. The 4 -4- Company Corporation shall give notice to all holders of Registrable Securities Holders of the receipt of a request for registration pursuant to this Section 2.2 4.3 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company Corporation will use its best efforts to effect promptly the registration of all shares of Common Stock Restricted Securities on Form S-3 or such successor form to the extent requested by the holder or holders Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration 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 Company Corporation shall not be required to effect a registration under this Section 2.2 or Section 2.1 4.3 if, in the unqualified opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable SecuritiesCorporation, such Holders of Registrable Securities may then sell all Registrable Restricted Securities within a 90 day period proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. (a) If the Company Company's stock becomes eligible to use Form S-3publicly traded, the Company shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3. If S-3 and when to that end the Company becomes entitled to shall register the 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, the holders of an aggregate of not less than twenty (20%) of Initiating Grantees that hold Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them registrations on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000thereafter under this Section 14.10. Such requests shall be in writing and shall state If 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 receive from Initiating Grantees a written demand that the Company effect 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 Company14.10, 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 best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Grantees that hold Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 14.10 and shall provide a reasonable opportunity for such holders other Grantees to participate in the registration. Subject to the foregoing, the Company will use its reasonable best efforts to effect promptly the such registration of all shares of Common Stock as soon as practicable on Form S-3 to the extent requested by the holder Initiating Grantee or Grantees, as the case may be; provided, however, that the Company shall not be obligated to effect any such registration if (a) the Initiating Grantee or Grantees, as the case may be, together with the holders thereof for purposes 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. Notwithstanding the foregoing, the nothing herein shall restrict, prohibit, or limit in any way a Grantee's ability to exercise its registration rights under Section 14.04 hereof. The Company shall not be required have no obligation to take any action to effect a any registration pursuant to this Section 14.10 in case of any of the circumstances referred to in Section 2.2(a)(ii)(A), (B), (C), (D) or (E) of the Investor Rights Agreement as in effect on the date hereof (which shall be deemed to apply to the obligations under this Section 14.10 with equal force). In addition, any registration pursuant to this Section 14.10 shall be subject to the provisions of Section 2.2(b) of the Investor Rights Agreement as in effect on the date hereof, which shall be deemed to apply to the obligations under this Section 2.2 with equal force, except that any reference therein to Section 14.03 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act14.10.

Form S-3. If During the Company becomes eligible to use Form S-3term of this Agreement, the Company shall use its commercially reasonable efforts to continue qualify and remain qualified to qualify at all times for register securities pursuant to a registration statement covering the resale of the Registrable Securities on Form S-3S-3 (or any successor form) under the Securities Act. If and when the Company becomes entitled A Stockholder or Stockholders holding Registrable Securities anticipated to use Form S-3, the holders of either (x) have an aggregate sale price (net of not less than twenty any underwriting discounts and commissions, if any) in excess of $5,000,000 in the aggregate or (20%y) represent in the aggregate at least 7.5% of the Registrable Securities shall have the right to request require the Company to file registration statements, including a shelf registration statement, and have effected not more than one if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act, an automatic shelf registration per year of shares of Registrable Securities held by them statement, on Form S-3 for or any successor form under the Securities Act covering all or any part of their Registrable Securities, by delivering a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000written request therefor to the Company. Such requests shall be in writing and request shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares securities 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 2 and shall provide a reasonable opportunity for such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject to the foregoing, the The Company will shall use its best commercially reasonable efforts to effect promptly (but in no event later than sixty (60) days after receipt of the applicable demand request) the registration of all shares of Common Stock securities on Form S-3 (or a comparable successor form) to the extent requested by such holders. The Company shall use its reasonable best efforts to cause any such registration statement to be declared effective by the holder Commission as promptly as practicable after such filing. The Company shall use commercially reasonable efforts to keep such registration statement effective until the earlier of one hundred eighty (180) days or until such holders thereof for purposes of dispositionhave completed the distribution described in such registration statement. Notwithstanding the foregoing, the The Company shall not be required obligated to effect a registration under this Section 2.2 or Section 2.1 if, in the opinion of counsel enter into any underwriting agreement for the Company, which counsel and opinion shall be reasonably acceptable to sale of any of the Holders of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3, the The Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities pursuant to a registration statement on Form S-3. If S-3 and when to that end the Company becomes entitled shall register (whether or not required by law to do so) its Common Stock under the Exchange Act within ninety (90) days following the end of the fiscal year in which the Company first registered any securities of the Company on Form S-1. In addition, the Class B Majority and Class B-1 Majority shall have the right to require that the Company file registration statements, including a shelf registration statement, and if the Company is a well-known seasoned issuer (“WKSI”), an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of their affiliates’ Registrable Securities. After the Company has qualified for the use of Form S-3, (a) the holders of an aggregate of not less than twenty (20%) Holders of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them up to two (2) registrations on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such in each twelve month period thereafter under this Section 1.10 and (b) the Class B Majority and Class B-1 Majority shall have the right to request unlimited 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 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 CompanyHolders), 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 provided 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 effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under pursuant to this Section 2.2 1.10 unless the Holder or Section 2.1 if, in the opinion Holders requesting registration propose to dispose of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders shares of Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under the Actwhich they reasonably anticipate will have an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000.

Form S-3. If Following the Company becomes eligible to use Form S-3consummation of the Company’s Initial Public Offering, the Company shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 for secondary sales. If and when After the Company becomes entitled to has qualified for the use of Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities Xxxxxx Member shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them an unlimited number registrations on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such (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 ); provided, (A) the Company shall not be required obligated to cause a registration statement requested pursuant effect, or take any action to this Section 2.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Companyeffect, 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 best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 4.8(a)(iii): (I) during customary blackout periods, during any other offering being conducted by the Company or whenever the Company, as determined in good faith by the Managing Member, believes the Company is likely to suffer a material adverse effect from engaging in any such registration at such time, (II) unless the dollar amount of the Registrable Securities the demanding Member elects to sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000 and shall (III) within 270 days of the effective date of the most recent registration pursuant to this Section 4.8(a)(iii) in which securities held by the requesting Member could have been included for sale or distribution; provided, any such 270-day period may be shortened by the Managing Member if the Managing Member determines, in its sole discreton, that shortening such period would not materially and adversely affect the Company 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 provide a reasonable opportunity customary selling Member information for such holders to participate inclusion in the registration. Subject prospectus or other offering materials together with customary indemnification and contribution obligations to protect the foregoingunderwriters, the Company will use and its best efforts to effect promptly directors, officers, employees and agents, and the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, other Members from losses in the opinion event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the sale of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of its Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under in the Actoffering (including the underwriting agreement, custody agreement, standstill agreement and power of attorney).

Form S-3. If After the Company becomes eligible to use Form S-3first public offering of its securities registered under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities on Form S-3 (or any successor form) under the Securities Act. A Stockholder or Stockholders holding Registrable Securities anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3. If and when S-3 (or any successor form) for the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000such requesting Stockholder or Stockholders. 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 securities 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3, and such other holders of Registrable Securities shall provide a reasonable opportunity for such holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. Subject , subject to the foregoinglimitations set forth in Section 4. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not exceed forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company will use its best efforts to effect promptly 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 registration Board of all shares Directors of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall determines in good faith that such disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans, (c) the managing underwriter determines in good faith that an audit (other than the Company's regular year-end audit) would be required to effect successfully market such offering, or (d) the Company's President certifies in writing that the Company is then currently engaged in discussions with its managing underwriter concerning a registration under this statement that would be subject to Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act4 hereof.

Form S-3. If the Company becomes eligible to use Form S-3S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3. If S-3 or such successor form, and when the Company becomes entitled to use Form S-3, the (b) holders of an aggregate of not less than twenty percent (20%) of the Registrable Securities Shares shall have the right to request and have effected not more than one (1) registration per year of shares of Registrable Securities held by them Shares on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such 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 such shares Shares by such holder Investor(s) or holdersFounder(s)) within any consecutive twelve (12) month period. The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 4.3, 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 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 4.3 and the reasonable fees and expenses of one independent counsel for all of the Investors as a group on the one hand, and all of the Founders as a group on the other shall be borne by the Company. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 180 days, if the Company determines in good faith 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 Registration Statement requested pursuant to this Section 2.2 4.3 to become effective prior to 90 180 days following the effective date of a registration statement Registration Statement initiated by the Investors pursuant to Section 4.2 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 holders of Registrable Securities Investors and the Founders to the effect that the Company is commencing to prepare a Company-Company- initiated registration statement 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 -------- ------- effectiveness promptly following such 90180-day period if the request pursuant to this Section 2.2 4.3 has been made prior to the expiration of such 90180-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If After the Company becomes eligible to use Form S-3first public offering of its securities registered under the Securities Act, the Company shall use its reasonable best efforts to continue qualify and remain qualified to qualify at all times for register securities pursuant to a registration statement on Form S-3S-3 (or any successor form) under the Securities Act. If and when the Company becomes entitled to use Form S-3, the A holder or holders of an aggregate of not less than twenty (20%) of Registrable Securities anticipated to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $5,000,000 shall have the right to request and have effected not more than one registration per year any number of shares of registrations on Form S-3 (or any successor form) for the Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less such requesting holder or holders, provided however, that there shall be no more than $500,000two (2) such registrations under this Section 3 in any twelve (12) month period. 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, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 3 and shall provide a reasonable opportunity for such holders of Registrable Securities shall then have twenty (20) days to notify the Company in writing of their desire to participate in the registration. Subject to the foregoing, the The Company will shall use its best efforts to effect (a) promptly cause the effectiveness of the registration statement (but in no event later than sixty (60) days from the date of the request) of all shares of Common Stock on Form S-3 (or a comparable successor form) to the extent requested by such holders and (b) keep such registration statement effective until the holder earlier of one-hundred eighty (180) days or until such holders thereof for purposes of disposition. Notwithstanding have completed the foregoingsales described in such registration statement, provided, however, that the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, exceed ninety (90) days in the opinion aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of counsel for a material financing, acquisition or other corporate transaction, and the Company, which counsel and opinion shall Board of Directors of the Company determines in good faith that such disclosure would be reasonably acceptable detrimental to the Holders Company and its stockholders or (ii) the Board of Registrable Securities, such Holders of Registrable Securities may then sell all Registrable Securities within Directors determines in good faith that there is a 90 day period without registration under the Actvalid business purpose or reason for delaying filing or effectiveness.

Form S-3. If the Company becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for (a) Buyer will (x) file a registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them statement on Form S-3 (the “S-3 Registration Statement”) with effectiveness as of, or as promptly as practicable after, and in any event within five Business Days of, the Closing, which S-3 Registration Statement will register the resale of the Buyer Shares issued to Seller (the “S-3 Registration”) and (y) take all other actions as necessary to cause such Buyer Shares to be approved for a public offering listing on the New York Stock Exchange (the “NYSE”) prior to or as of shares the Closing Date and to effectuate the listing of Registrable Securities having an aggregate proposed offering price of not less than $500,000such Buyer Shares pursuant to the NYSE rules. Such requests shall be Notwithstanding the foregoing, the Buyer’s obligations to file the S-3 Registration Statement are contingent upon Seller furnishing in writing and shall state to the number Buyer such information customary of shares of Registrable Securities to be disposed of a selling shareholder in similar situations regarding Seller, the Buyer Shares and the intended method of disposition of such shares by such holder or holders. The Company Buyer Shares, which shall not be required limited 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 Companynon-initiated registration statement underwritten public offerings (other than a block trade, which for the avoidance of doubt, shall be a permissible method of distribution), as shall be reasonably requested by the Buyer to effect the registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission Buyer Shares. Buyer will provide Seller with a reasonable opportunity to review and comment on the S-3 Registration Statement and will consider such comments in good faith. Buyer agrees to use its reasonable best efforts to continuously maintain the effectiveness of such registration statement until the earlier of (i) the Buyer Shares comprising the Equity Consideration are sold in their entirety and (ii) such time as the Buyer Shares can be sold in their entirety under Rule 144 of the Securities Act is applicable); provided, however, that without volume or manner-of-sale restrictions. All of the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request expenses incurred in connection with any registration of Buyer Shares pursuant to this Section 2.2 has been made prior to the expiration Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of such 90-day periodBuyer’s outside counsel and independent accountants of Buyer shall be paid and borne by Buyer. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company Buyer shall not be required to effect a registration under this Section 2.2 responsible for any selling expenses of Seller (including any broker’s fees or Section 2.1 if, commissions) or fees or expenses of outside counsel or independent accountants of Seller in connection with 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 may then sell all Registrable Securities within a 90 day period without registration under the ActS-3 Registration Statement.

Form S-3. If the Company Corporation becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, the Company Corporation shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 or such successor form. If At any time and when from time to time after the Company Corporation becomes entitled eligible to use Form S-3S-3 or such successor form, the holders Holders of an aggregate of not less than twenty ten percent (2010%) of Registrable Securities then outstanding and held by the Holders shall have the right to request and have effected not more than one a registration per year of shares of Registrable Securities held by them 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 $500,000. Such 2,000,000 (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 holder Holder or holdersHolders). The Company Corporation shall not be required to cause a registration statement requested pursuant to this Section 2.2 4.6 to become effective prior to 90 ninety (90) days following the effective date of a registration statement initiated by the CompanyCorporation, if the request for registration has been received by the Company Corporation subsequent to the giving of written notice by the CompanyCorporation, made in good faith, to the holders Holders of Registrable Securities to the effect that the Company Corporation is commencing to prepare a CompanyCorporation-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 Corporation shall use its best efforts to achieve such effectiveness promptly following such ninety (90-) day period if the request pursuant to this Section 2.2 4.6 has been made prior to the expiration of such ninety (90-) day period. The 4 -4- Company Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation. The Corporation shall give notice to all holders of Registrable Securities Holders of the receipt of a request for registration pursuant to this Section 2.2 4.6 and shall provide a reasonable opportunity for such holders Holders to participate in the registration. Subject to the foregoing, the Company Corporation will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such successor form to the extent requested by the holder Holder or holders Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 4.6, the Corporation 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 (but not in excess of 365 days). All expenses incurred in connection with a registration requested pursuant to this Section 4.6, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Company Corporation shall not be required to effect a registration under this Section 2.2 or Section 2.1 4.6 if, in the opinion of counsel for the CompanyCorporation, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable SecuritiesHolders, such Holders of Registrable Securities may then sell all Registrable Securities within a 90 day period proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. If Following the Company becomes eligible to use Form S-3consummation of the Company’s Initial Public Offering, the Company shall use its reasonable best efforts to continue to qualify at all times for registration on Form S-3S-3 for secondary sales. If and when After the Company becomes entitled to has qualified for the use of Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities Xxxxxx Member shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them an unlimited number registrations on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such (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 ); provided, (A) the Company shall not be required obligated to cause a registration statement requested pursuant effect, or take any action to this Section 2.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Companyeffect, 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 best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 4.5(b)(iii): (I) during customary blackout periods, during any other offering being conducted by the Company or 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 at such time, (II) unless the dollar amount of the Registrable Securities the demanding Member elects to sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000 and shall (III) within 270 days of the effective date of the most recent registration pursuant to this Section 4.5(b)(iii) in which securities held by the requesting Member could have been included for sale or distribution; provided, any such 270- day period may be shortened by the Board if the Board determines, in its sole discretion, that shortening such period would not materially and adversely affect the Company 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 provide a reasonable opportunity customary selling Member information for such holders to participate inclusion in the registration. Subject prospectus or other offering materials together with customary indemnification and contribution obligations to protect the foregoingunderwriters, the Company will use and its best efforts to effect promptly directors, officers, employees and agents, and the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, other Members from losses in the opinion event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the sale of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of its Registrable Securities may then sell all Registrable Securities within a 90 day period without registration under in the Actoffering (including the underwriting agreement, custody agreement, standstill agreement and power of attorney).

Form S-3. If the Company becomes eligible to use Form S-3S-3 under the Securities Act or a comparable successor form, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3. If S-3 or such successor form, and when the Company becomes entitled to use Form S-3, the (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of not less than twenty (20%underwriting discounts and Commission, if any) in excess of Registrable Securities $500,000 shall have the right on one or more occasions to request and have effected not more than one the registration per year of shares of Registrable Securities held by them their Shares on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such 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 such shares Shares by Investor(s) or Continuing Stockholder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such holder Investor(s) or holdersContinuing Stockholder(s). If so requested by such Investor(s) or Continuing Stockholder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Continuing Stockholder'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 Continuing Stockholder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall 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 Investors as a group and the Continuing Stockholders as a group, selected in this manner contemplated as of Section 5. 1) shall be borne by the 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 Registration Statement requested pursuant to this Section 2.2 5.3 to become effective prior to 90 days following the effective date of a registration statement 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 holders of Registrable Securities Investors and the Continuing Stockholders to the effect that the Company is commencing to prepare a Company-initiated registration statement 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); providedPROVIDED, howeverHOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 5.3 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 or Section 2.1 if, in 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 may then sell all Registrable Securities within a 90 day period without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3S-3 (or any successor form). If and when the Company becomes entitled to use Form S-3, the holders of an aggregate of not less than twenty (20%) of Registrable Securities shall have the right to request and have effected not more than one registration per year an unlimited number of registrations of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000; provided, however, that Holders of Registrable Securities can only make one such request in any six (6) month period. 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 2.3 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); providedPROVIDED, howeverHOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 2.2 2.3 has been made prior to the expiration of such 90-day period. The 4 -4- Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 2.3 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 2.3 or Section 2.1 if, (i) in 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 may then sell to the public all Registrable Securities within a 90 day period without registration under the Act; or (ii) if the Company shall furnish to the Holders requesting that the Company file a registration statement pursuant to this Section 2.3 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 registration statement to be filed and that it is, therefore, essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after receipt of the request of the Holders; provided, however, the Company may defer its obligations for this reason only once in any period of twelve (12) months.