Common use of Request by Holders Clause in Contracts

Request by Holders. Subject to Section 10 below, if the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Act, a written request from the Holders of a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Act covering the registration of Registrable Securities pursuant to this Section 3(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request and any additional requests by other Holders received by the Company within ten (10) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million.

Request by Holders. Subject to Section 10 below, if If the Company shall receive receive, at any time after the earlier of (i) the five-year anniversary of the First Closing (as defined in the Series F-1 Agreement) or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding (“Demand Request”) and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than fifteen million dollars ($54.6 million15,000,000).”

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six the earlier of fifth (65th) months anniversary of the date of this Agreement, or one hundred eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Twenty Million Dollars ($54.6 million20,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of three (3) years from the date hereof, or six (6) months after the effective date of the Company’s initial first underwritten sale of Common Stock of the Company to the public offering of its securities pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, covering the offer and sale of Common Stock to the public (the “IPO”), a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Five Million Dollars ($54.6 million5,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive receive, at any time after the earlier of (i) the five-year anniversary of the Closing (as defined in the Series F Agreement) or (ii) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least fifty percent (50%) of the Registrable Securities then outstanding (“Demand Request”) and held by Investors that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than fifteen million dollars ($54.6 million15,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least 25% of the Registrable Securities then outstanding (the “Demand RequestInitiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)1.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicablepracticable (but in no event more than ninety (90) days following the request from the Initiating Holders to register such shares), the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million7,500,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of thirty-six (636) months after the date hereof, or one hundred eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActIPO, a written request from the Holders of at least (i) a majority of the Registrable Securities then outstanding, and/or (ii) a majority of the Series C Stock then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified that Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either: (i) be at least 25% of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million5,000,000 if such requested registration is the IPO.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of five (5) years from the Effective Date or six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActQualified IPO, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Demand RequestInitiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written requestrequest (except if Section 2.2(e)(2) is applicable), give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten fifteen (1015) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million2.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of September 30, 2002, or six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million20,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive a written request from the Holders of at any time least thirty percent (30%) of the Registrable Securities Then Outstanding not earlier than the earlier of (i) three (3) years after the date of the Prior Rights Agreement or (ii) six (6) months after the effective date of the Company’s initial public first registration statement filed by the Company covering an underwritten offering of any of its securities pursuant to a registration filed under the Actgeneral public, a written request from the Holders of a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities (or a lesser amount if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000)) pursuant to this Section 3(a)1.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million1.2.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any ------------------ time after the earlier of (i) August 31, 1997, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate ------ under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten thirty (1030) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million3,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Act, a written request from the Holders of a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Act covering the registration of Registrable Securities pursuant to this Section 3(a), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request and any additional requests by other Holders received by the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than Twenty-Five Million Dollars ($54.6 million25,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of (i) the third anniversary of this Agreement, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the 1933 Act, a written request from the Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, and in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders (as defined below), the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution 1933 Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the Registrable Securities requested by Holders to be registered pursuant to such request must have an be at least twenty-five percent (25%) of all Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate public offering price to the public equals or exceeds $5,000,000 (before any underwriting deduction of underwriters' discounts and commissions) of not less than $54.6 million)).

Request by Holders. Subject to Section 10 below, if If the Company shall receive (i) at any time after six (6) months after before the effective date initial public offering of the Company’s initial public offering of its securities pursuant to a registration filed stock registered under the Securities Act, a written request from the Holders of at least a majority of the Registrable Securities then outstanding outstanding, or (“Demand Request”ii) at any time after the initial public offering of the Company’s stock registered under the Securities Act, a written request from the Holders of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.3, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.3; provided provided, however, that the Registrable Securities requested to be registered pursuant to such request (ii) above must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Fifteen Million Dollars ($54.6 million15,000,000.00).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of (i) July 5, 2002, or (ii) six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the ActSecurities Act (the "IPO"), a written request from the Holders of at least 1,050,000 shares (on a majority common equivalent basis) of the Demand Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Demand Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all HoldersHolders then eligible to participate in a registration under this Section 2.2(a), and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Demand Registrable Securities as are specified which such Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Demand Registrable Securities then outstanding and then eligible for registration under this Section 2.2(a) or (ii) have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million.offering

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million2,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive receive, at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActDecember 31, 2001, a written request from the Holders of a majority at least ten percent (10%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Act Registration Statement, covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least ten percent (10%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than US $54.6 million1,000,000. Any Registration effected pursuant to this Section 2.2 shall be on Form S-1 unless the Holders of more than fifty percent (50%) of the Registrable Securities to be registered pursuant to such Registration instruct the Company otherwise.

Request by Holders. Subject to Section 10 below, if If the Company shall receive a written request from the Holders of at any time after least fifty percent (50%) of the Registrable Securities Then Outstanding, voting together as one class, not earlier than the earlier of (i) June 30, 2011 and (ii) six (6) months after the effective date of the Company’s initial public first registration statement filed by the Company covering an underwritten offering of any of its securities pursuant to a registration filed under the Actgeneral public (the “Initial Public Offering”), a written request from the Holders of a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)1.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)1.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million5,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive receives at any time after the earlier of: (i) six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActIPO; or (ii) November 5, 2009, a written request from the Holders of a majority Conversion Stock holding at least thirty percent (30%) of the Registrable Securities then outstanding held by all Holders of Conversion Stock (the “Demand RequestInitiating Holders”) that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 3(a)3.2, then the Company shallwill, within twenty ten (2010) business days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all HoldersHolders of Conversion Stock, and use reasonable best efforts to effect, as soon as practicable, and, in connection with a registration that is not an IPO, within ninety (90) days after receipt of such request, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution 1933 Act of all or such portion of the Registrable Securities as are specified which the Holders request to be registered and included in such request and any additional requests registration, by other written notice given by such 4. Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)3.2; provided that the Registrable Securities requested by all Holders of Conversion Stock to be registered pursuant to such request must have an anticipated aggregate price to the public be at least thirty percent (before any underwriting discounts and commissions30%) of not less than all Registrable Securities then outstanding having an aggregate offering price of at least $54.6 million5,000,000.00.

Request by Holders. Subject to Section 10 below, if If the Company shall receive receive, at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) outstanding, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)1.2, then the Company shall, within twenty (20) 20 days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten (10) business 20 days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)1; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least a majority of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million10,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive (i) at any time after six (6) months after before the effective date initial public offering of the Company’s initial public offering of its securities pursuant to a registration filed stock registered under the Securities Act, a written request from the Holders of a majority at least two-thirds of the Registrable Securities then outstanding outstanding, or (“Demand Request”ii) at any time after the initial public offering of the Company’s stock registered under the Securities Act a written request from the Holders of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided provided, however, that the Registrable Securities requested to be registered pursuant to such request (ii) above must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Seven Million Five Hundred Thousand Dollars ($54.6 million7,500,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of September 14, 2012, or six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least thirty-five percent (35%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and include in such request and any additional requests registration by other notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Ten Million Dollars ($54.6 million10,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months after the date 180 days following the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActQualified IPO, a written request from the Holders of a majority at least sixty six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding (“Demand Request”) outstanding, voting together as a single class on an as-converted basis, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written requestrequest (except if Section 2.2 is applicable), give written notice of such request (the “Request Notice”) to all Holders, and use its reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten ninety (1090) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that provided, that, the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public gross proceeds (before any underwriting discounts and commissions) of not less than that equals or exceeds ten million dollars ($54.6 million10,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of seven (7) years after the date of this Agreement, and six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActIPO, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty thirty (2030) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten thirty (1030) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least forty percent (40%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than ten million dollars ($54.6 million.10,000,000); provided, however, that the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.2 (1) within the 180 day period following the Company’s initial public offering, or

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six ninety (690) months days after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a), 2.2 then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than Ten Million Dollars ($54.6 million10,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six ------------------ (6) months after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders of a majority at least twenty percent (20%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Act covering the effect any registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request Notice”") to all Holders, and use reasonable best efforts to effect, as -------------- soon as practicable, such registration under the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the Registrable Securities -------- requested by all Holders to be registered pursuant to such request must either (i) be at least twenty percent (20%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million5,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time ------------------ after six the earlier to occur of (6i) months one (1) year after the effective date of the Company’s 's initial public offering of its securities pursuant to a registration filed under the Securities Act, and (ii) December 31, 2000, a written request from the Holders of a majority at least forty percent (40%) of the Registrable Securities then outstanding (“Demand Request”) Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “"Request ------- Notice”") to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate ------ under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2.2; provided that the -------- Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least twenty-five percent (25%) of all Registrable Securities Then Outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $54.6 million5,000,000.

Request by Holders. Subject to Section 10 below, if If the Company shall receive receive, at any time after six (6) months after following the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the ActIPO, a written request from the Holders of a majority of the Registrable Securities then outstanding (“Demand RequestInitiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least forty percent (40%) of the Registrable Securities pursuant to this Section 3(a)then outstanding or such lesser amount as would have an anticipated aggregate public offering price of not less than $15,000,000, then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Demand Notice”) to all Holders, and use reasonable best efforts to effectHolders and, as soon as practicable, file a registration statement under the registration and Securities Act covering all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request that the Initiating Holders requested to be registered and any additional requests Registrable Securities requested to be included in such registration by any other Holders received Holders, as specified by notice given by each such Holder to the Company within ten (10) business 20 days after receipt of the Request Noticedate a Demand Notice is given, and in each case, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million2.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months more than 180 days after the effective closing date of the Company’s initial public offering of its securities pursuant to a registration filed under the Act, Initial Public Offering a written request from the Holders of a majority at least 50% of the Registrable Securities then outstanding (“Demand RequestInitiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(awith an anticipated aggregate public offering price of not less than $10,000,000 (exclusive of underwriters’ discounts and commissions), then the Company shall, within twenty ten (2010) business days after of the receipt of such written request, give written notice of such request (the “Request Demand Notice”) to all Holders, Holders and use its commercially reasonable best efforts to effectto, as soon as practicable, file a registration statement under the registration and Securities Act covering all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request that the Initiating Holders requested to be registered and any additional requests Registrable Securities requested to be included in such registration by any other Holders received Holders, as specified by notice given by each such Holder to the Company within ten twenty (1020) business days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 3(a2. (b); provided that the Registrable Securities requested to be registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $54.6 million.

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after the earlier of (i) five years from the date hereof and (ii) six (6) months after the effective date registration of the Company’s initial public offering common stock under Section 12(g) of its securities pursuant to a registration filed under the Exchange Act, a written request from the Holders of a majority at least twenty-five percent (25%) of the Registrable Securities then outstanding (“Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a)2.2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and include in such request and any additional requests registration by other notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a)2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than five million dollars ($54.6 million5,000,000).

Request by Holders. Subject to Section 10 below, if If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Acthereof, a written request from the Holders of a majority at least fifty percent (50%) of the then outstanding Registrable Securities then outstanding (“Demand Request”the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3(a2.1(b) with an anticipated aggregate offering price of at least $2,500,000 (net of underwriting discounts and commissions), then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “Request Notice”"REQUEST NOTICE") to all Holders, and use all reasonable best efforts to effect, as soon as practicable, the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request and any additional requests registration by other written notice given by such Holders received by to the Company within ten twenty (1020) business days after receipt of the Request Notice, subject only to the limitations of this Section 3(a); provided that the Registrable Securities requested to be registered 2. The Company may, if permitted by law, effect any registration pursuant to such request must have an anticipated aggregate price to this Section 2.1(b) by the public (before any underwriting discounts and commissions) filing of not less than $54.6 milliona registration statement on Form S-3.