Common use of Request for Registration Clause in Contracts

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities Act. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that information in the written notice referred to in Section 2.1(a). (c) Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and December 31, 2019 or (ii) six 6 months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a reduced as required by the underwriter(s) and allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of any securities Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be sold by included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or by holders other than withdrawn from such underwriting shall be withdrawn from the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) Qualifying Request that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000Act, then the Company shall use shall, within ten (10) days of the receipt thereof, give written notice of such request to all commercially reasonable efforts Holders and shall, subject to cause the resale limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all of the Registrable Securities covered by which the Holders request to be registered under within twenty (20) days of the Securities Actmailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.13.1, and the Company shall include that such information in the written notice referred to in Section 2.1(aSubsection 3.1(a). . In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.13.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or owned by holders other each Holder. (c) The Company is obligated to effect no more than the Holders has been reduced three (3) registrations pursuant to zeroa Qualifying Request. (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 3.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)At any time, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more Purchased Shares representing not less than 25% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration aggregate number of Registrable Securities having an anticipated aggregate gross offering price (or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of at least $10,000,000their Registrable Securities (a "Demand Registration"); provided, then the Company shall use all commercially reasonable efforts to cause the resale of all that no transferee of the Registrable Securities covered by the request to be registered under the Securities Act. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means Investors or of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that information in the written notice referred to in Section 2.1(a). (c) Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting such transferee shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities permitted to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company shall not be required to effect request a registration pursuant to this Section 2.1 under 2(a) unless the right to make such a request was specifically transferred by the Investors (or any of transferee) to such transferee. Any such request shall specify the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose number of Registrable Securities that may proposed to be registered on Form S-3 pursuant sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2.3; (iv) if 2(a), the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman give written notice of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration request within 10 days after the receipt thereof to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) all other Holders. Within 15 days after receipt of the such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the Initiating Holders, provided same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such right Holder requested to delay a be so included. Each such request shall specify the number of Registrable Securities proposed to be exercised by sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not more than once in any twelve-month period; or (v) in any jurisdiction in which be unreasonably withheld). Upon a demand, the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.will:

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more at least a majority of the Registrable Common Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 5% of the Registrable Common Securities having an then outstanding, or a lesser percent if the anticipated aggregate gross offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0005.0 million, then the Company shall shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use all commercially reasonable efforts to cause effect promptly the resale registration under the Securities Act of all of the Registrable Securities covered by which the Holders request to be registered under registered, subject to the Securities Actlimitations of subsection 1.2(b), in a written request received by the Company within fifteen (15) days of the making of the notice pursuant to Section 1.2(a)(i). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or owned by holders other than each Holder at the Holders has been reduced to zero. (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date time of the filing of a Company Registrationthe registration statement; provided, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationhowever, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose number of shares of Registrable Securities that may held by Holders to be registered on Form S-3 pursuant to Section 2.3;included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (ivc) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer chief executive officer or Chairman the chairman of the Board board of trust managers of the Company (the “Board”) stating that, that in the good faith judgment of the Board, as evidenced by a resolution by the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve month period; provided further, that this right is cumulative to the right under Section 1.4(b)(iii) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected eight (8) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective and have remained effective for a period of at least 180 days; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i); (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding three (3) months, and such registration has been declared or ordered effective; or (viii) in any jurisdiction in which If the Company would be required Initiating Holders propose to execute a general consent to service dispose of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as shares of Registrable Securities that may be required under the Securities Actimmediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase this Agreement) , and (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty percent (40%) or more at least a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00020,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially its reasonable best efforts to, as soon as practicable, file a registration statement under the Act with respect to cause the resale of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; provided, however, that a registration shall not be considered “effected” if, as a result of the underwriter’s right in Section 1.2(b) to limit the number of securities underwritten, fewer than fifty percent (50%) of the total number of Registrable Securities Actthat Holders have requested to be included in such registration statement are actually included; or (iii) during the period starting with the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months one year after the effective date of the First Public Offering, this Agreement a written request from the Holders of forty percent (40%) or more at least 500,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the entire amount of the Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000held by the Initiating Holders, then the Company shall shall, within 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Company within 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities Actin response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Holders which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Registrable Securities to be sold excluded or withdrawn shall be determined in the following sequence: (i) securities held by the Company or by holders any persons other than the Holders has been reduced Holders, including persons having a contractual, incidental “piggy back” right to zeroinclude such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board 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 effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any 12-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2 ‎, if the Company shall receive at any time after following the earlier of (i) the third anniversary of the Initial Closing Date Lock-Up (as defined in the Purchase AgreementSection 1.13 ) and (ii) six months after the effective date of the First Public Offering, a written request from the Initiating Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price (or if the Company shall receive such a request during the Lock-Up and the managing underwriter of at least $10,000,000the Company’s Initial Offering, in its sole discretion, gives its written consent to the Company’s compliance with such request), then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2 , use all commercially reasonable best efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Preferred Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a) In such event the right of any Holder to include its Preferred Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). (c) . Notwithstanding any other provision of this Section 2.11.2 , if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Preferred Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting underwritten public offering shall be so limited allocated to the Holders of such Preferred Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities to Preferred Registrable Securities held by all such Holders (including the Initiating Holders). Any Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) a. in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; b. after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective; c. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (iiif any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000); d. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date that is the earlier of (A) one hundred and eighty (180) days following the effective date of such Company Registrationthe Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable best efforts to cause the such registration statement for the Company Registration to become effective;; or (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) e. if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the "Board") stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month twelve (12) months period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) one hundred eighty days after the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 under the Securities Act covering the offer and sale of Common Stock to the public for the account of the Company and (ii) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offeringthis Agreement, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding that the Company effect a registration under the Securities Act with respect to at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000), then the Company shall (x) give written notice of such request to all Holders within ten (10) calendar days of the date such request is given and (y) use all commercially reasonable its best efforts to cause effect as soon as practicable (and in any event within ninety (90) calendar days of the resale date such request is given) the registration under the Securities Act of all of the Registrable Securities covered by that the Holders request to be registered under within twenty (20) calendar days of the Securities Actdate the Company’s notice referred to in this subsection 1.2(a) is given. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (ctogether with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made allocated among all Holders electing to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in the underwriting until such underwriting; provided, however, that the number of any shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or President stating that in the good faith judgment of the Company’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or by holders any other stockholder during such period other than (i) a registration statement relating either to the Holders sale of securities to employees of the Company pursuant to a stock option, stock purchase, stock incentive or stock appreciation plan or arrangement, (ii) a transaction pursuant to Rule 145 promulgated under the Securities Act, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iv) a registration in connection the initial public offering of the Company’s securities (provided that, in the case of (iv), the Company has been reduced to zerocomplied with its obligations under Section 1.3). (d) The In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two three (3) registrations pursuant to this Section 2.1, 1.2 and the such registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) calendar days following after the effective date of, any registration statement pertaining to a public offering of such Company Registrationsecurities for the Company’s account; provided, provided that the Company is actively employing in good faith all commercially reasonable its best efforts to cause the such registration statement for the Company Registration to become be effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under by the Securities Act; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)6.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000Securities, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 6.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 6.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 6.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a6.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority of the Holders proposing to distribute securities through such underwriting). Notwithstanding any other provision of this Section 2.16.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities to Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances6.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 6.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 6.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 6.2, a certificate stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Holder seeking to register Registrable Securities having an anticipated aggregate gross offering price a value of at least not less than Ten Million Dollars ($10,000,000, ) then the Company shall shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use all commercially reasonable its best efforts to cause effect the resale registration under the Act as soon as practicable, and in any event within 75 days of the receipt of such request under the Act of all of the Registrable Securities covered by which the Holders request to be registered under registered, subject to the Securities Actlimitations of subsection 1.2(b) hereof and subject to the terms of subsection 1.14(b) of the Investors' Rights Agreement between the Company and Creative Technology Ltd. dated June 20, 1996 (the "Creative Agreement"), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 2.5. (b) If the Holder(s) initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a). The underwriter will be selected by the Company after consultation with the Initiating Holders and shall be reasonably acceptable to Initiating Holders owning not less than fifty percent (50%) of the Registrable Securities sought to be registered. The right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participating in such underwriting and the Company shall include that information inclusion of such Holder's Registrable Securities in the written notice referred underwriting (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.1(asubsection 1.4(e). (c) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof seeking registration, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in of the underwriting until Company owned by each Holder seeking registration to the number of any securities Registrable Securities of the Company owned by all Holders seeking registration; provided, however, that the number of shares of Registrable Securities to be sold by included in such underwriting shall not be reduced unless all other securities which are not Registrable Securities are first entirely excluded from the Company or by holders other than the Holders has been reduced to zerounderwriting. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timestatement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected five registrations in the aggregate pursuant to this Section 1.2 and Section 1.12 and such registrations have been declared effective; or (vii) in any jurisdiction in which During the Company would be required period starting with the date thirty (30) days prior to execute the Company's good faith estimate of the date of filing of, and ending on a general consent date ninety (90) days after the effective date of, a registration subject to service of process in effecting such registration, unless Section 1.3 hereof; provided that the Company is already subject actively employing in good faith all reasonable efforts to service in cause such jurisdiction and except as may be required under the Securities Actregistration statement to become effective.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) July 13, 2015 and (ii) six (6) months after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating directly or indirectly either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Rule 145 transaction under the Securities Act), a written request from (i) in the case of the initial public offering of the Company other than an offering the Board of Directors expects to be a Qualified IPO (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time), Holders that represent a Requisite Series 2 Majority (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time) of the then outstanding shares of Series 2 Preferred Stock, voting together as a single class on an as-if converted basis or (ii) in other cases, the Holders of forty at least thirty percent (4030%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities having an then outstanding (or a lesser percent if the anticipated aggregate gross offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,00025,000,000), then the Company shall shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable its best efforts to cause effect as soon as practicable, and in any event within sixty (60) days of the resale receipt of such request, the registration under the Securities Act of all of the Registrable Securities covered by which the Holders request to be registered under within twenty (20) days of the Securities Actmailing of such notice by the Company in accordance with Section 3.4. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by a majority of the Registrable Securities then held by the Initiating Holders (can “Initiating Majority in Interest”) and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by an Initiating Majority in Interest and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(g)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in of the underwriting until Company owned by each Holder; provided, however, that the number of any securities shares of Registrable Securities to be sold included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For the purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President or other executive officer of the Company or by holders other stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Holders has been reduced to zerorequest of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (d) The In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after After the Company has effected two (2) registrations pursuant to this Section 2.1, 1.2 and the such registrations have been declared or ordered effective; (ii) during During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following after the effective date of such Company Registrationof, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration request made pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act1.4 below.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00040,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a2.2(a). . In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.12.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive receive, at any time after the earlier of (i) three years after the third anniversary of the Initial Closing Effective Date (as defined in the Purchase Agreement) and or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request (a “Registration Request”) from the Required Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act Registration Statement covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within twenty (20) days of the receipt of the Registration Request, give written notice of such request to all Holders (a “Requested Registration Notice”), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of after receipt of the Requested Registration Notice. (b) If the Initiating Required Holders intend to distribute the Registrable Securities covered by their request the Registration Request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, in the Registration Request and the Company shall include that such information in the written notice referred Requested Registration Notice. In such event the right of any Holder to include its Registrable Securities in Section 2.1(asuch registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Required Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Required Holders). (c) . Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Required Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has filed two (2) Registration Statements pursuant to this Section 1.2, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Required Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a Registration Statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Required Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public OfferingQualified IPO, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0002,000,000 (net of any underwriters’ discounts or commissions), then the Company shall shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause effect a registration statement under the resale of Securities Act covering all of the Registrable Securities covered by which the Holders request to be registered under within 20 days of the Securities Actmailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of shares of Registrable Securities held by each Holder); provided, however, that may in any event all Registrable Shares must be included in such registration prior to any other shares of the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroCompany. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (viv) in In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction and except as may be required under the Securities Actjurisdiction.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public OfferingQualified IPO, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0002,000,000 (net of any underwriters' discounts or commissions), then the Company shall shall, within 20 days of receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause effect a registration statement under the resale of Securities Act covering all of the Registrable Securities covered by which the Holders request to be registered under within 20 days of the Securities Actmailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the extent necessary Registrable Securities (pro rata to the respective number of shares of Registrable Securities held by each Holder); provided, however, that may in any event all Registrable Shares must be included in such registration prior to any other shares of the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroCompany. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (viv) in In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction and except as may be required under the Securities Actjurisdiction.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third second anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of this Agreement and during the First Public OfferingTerm of this Agreement, at a time when the Shares are listed on a Permitted Exchange, a written request from the Holders of forty percent (40%) Purchasers or more of the Registrable Securities then outstanding (the “Initiating Holders”) their Transferees that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities having an then outstanding (or a lesser percent if the anticipated aggregate gross offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,000), then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Purchasers or their Transferees and shall, subject to the limitations of subsection 5.1(b), use all commercially reasonable its best efforts to cause effect as soon as practicable, the resale registration under the Securities Act of all of the Registrable Securities covered by which the Purchasers or their Transferees request to be registered under within thirty (30) days of the Securities Actmailing of such notice by the Company. (b) If the Purchasers or their Transferees initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 5.1 and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 5.1(a). . In such event, the right of any Purchaser or Transferee to include Registrable Securities in such registration shall be conditioned upon such Purchaser's or Transferee's participation in such underwriting and the inclusion of such Purchaser's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Purchaser or Transferee) to the extent provided herein. All Initiating Holders, Purchasers and Transferees proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 5.1(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.15.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Purchasers or Transferees holding Registrable Securities which would otherwise be underwritten pursuant thereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made allocated in proportion (as nearly as practicable) to the amount of Registrable Securities included in of the underwriting until Company held by each Purchaser or Transferee; provided, however, that the number of any securities shares of Registrable Securities to be sold included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 5.1 a certificate signed by the President of the Company or by holders other stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the Holders has been reduced to zerorequest of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (d) The In addition, the Company shall not be required obligated to effect a effect, or to take any action to effect, any registration pursuant to this Section 2.1 under any of the following circumstances5.1: (i) after the Company has effected in the aggregate two (2) registrations pursuant to this Section 2.1, 5.1 and the Section 5.3 and such registrations have been declared or ordered effective; (ii) during the period starting with the date sixty ninety (6090) days prior to the Company’s 's good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following after the effective date of such Company Registrationof, a registration subject to Section 5.2 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iii) if If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration request made pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act5.3 below.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or by holders other than the Holders has been reduced underwriters may round the number of shares allocated to zeroany Holder to the nearest one hundred (100) shares. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities Actthat may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected or remain effective at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right shall be exercised by the Company not more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than an Excluded Registration). (d) For purposes of Subsection 2.1(c)(ii), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0007,500,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated only to the Holders of such Registrable Securities, on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities to Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities Act.that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board 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 effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if the Company If SM&A shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public OfferingFebruary 1, 1999, a written request from the Holders of forty at least thirty-five percent (4035%) or more of the Registrable Securities then outstanding that SM&A file a registration statement on Form S-3 under the Act covering the registration of at least thirty-five percent (35%) of the Registrable Securities then outstanding (or a lesser percent if the “Initiating aggregate offering price would exceed $2,000,000), then SM&A shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 2(b), use its best efforts to effect, at the earliest possible date, but in any event within forty-five (45) days of the date of the original written request from the Holders”) that , file the Company file a registration on registration statement under the Securities Act on Form S-3 covering the registration of all Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000, then which the Company shall use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the Holders thereof request to be registered under within twenty (20) days of the Securities Actmailing of such notice by SM&A in accordance with Section 18 below. (b) If the Holders initiating the registration request under this Section 2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company SM&A as a part of their request made pursuant to this Section 2.1, 2 and the Company SM&A shall include that such information in the written notice referred to in Section 2.1(a2(a). . The underwriter with respect to such Form S-3 registration only will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to SM&A. In such event, the right of any Holder to include his Registrable Securities in such registration on Form S-3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with SM&A as provided in Section 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in the manner set forth above it being understood that each Holder shall be required to make only those representations (if any) as would be customary for a holder of a similar percentage of similar securities. Notwithstanding any other provision of this Section 2.12, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated equally among all Holders thereof, including the Initiating Holders, on a pro rata basis, provided that no reduction shall be made in percentage basis (as nearly as practicable) equal to the Registrable Securities included in the underwriting until the number percentage of any securities SM&A Stock requesting registration and permitted by such underwriters to be sold by SM&A shareholders existing immediately prior to the Company or by holders other than Merger. To the extent Registrable Securities requested to be registered are excluded from the offering pursuant to the immediately preceding sentence, the Holders has been reduced of such Registrable Securities shall have the right to zeroone additional demand registration pursuant to this Section 2. SM&A may include in the registration under this Section 2 any other shares of SM&A Stock (including issued and outstanding shares of SM&A Stock as to which the holders thereof have contracted with SM&A for "piggyback" registration rights) so long as the inclusion in such registration of such shares (i) will not, in the opinion of the managing underwriter, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the shares of Registrable Securities sought to be registered by the Holder or Holders of Registrable Securities pursuant to this Section 2 and (ii) will not result in the exclusion from such registration of any Registrable Securities. If it is determined as provided above that there will be such interference, the other shares of SM&A Stock sought to be included shall be excluded to the extent deemed appropriate by the managing underwriter. (c) SM&A is obligated to effect only two (2) such registrations pursuant to this Section 2 except as provided in Section 2(b). (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company SM&A shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board SM&A stating that, that in the good faith judgment of the BoardBoard of Directors of SM&A, it would be seriously detrimental to the Company SM&A and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company SM&A shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such SM&A may not utilize this right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or. (ve) in any jurisdiction in which the Company would SM&A shall not be required to execute prepare and file a general consent registration statement pursuant to service this Section 2 which would become effective within one hundred eighty (180) days following the effective date of process a registration statement filed by SM&A with the SEC pertaining to an underwritten public offering of securities for cash for the account of SM&A if the Initiating Holders' request for registration is received by SM&A subsequent to such time as SM&A in effecting good faith gives written notice to the holders of Registrable Stock that SM&A is commencing to prepare a registration statement and SM&A is actively employing in good faith all reasonable efforts to cause such registration, unless registration statement to become effective. A registration requested pursuant to this Section 2 shall not be deemed to have been effected until such time as a registration statement with respect thereto has become effective in compliance with the Company is already subject to service in such jurisdiction and except as may be required under provisions of the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) three years from the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee benefit or similar plans or a registration statement relating to a Rule 145 transaction), a written request from the Holders of forty percent (40%) or more holding at least a majority of the Registrable Securities then outstanding that (the “Initiating Holders”a) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities Actis given. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders Holders") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (ctogether with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made allocated first among all Holders electing to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in the underwriting until such underwriting; provided, however, that the number of any shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold by for the Company or by holders other than Company's account) are first entirely excluded from the Holders has been reduced to zerounderwriting. (dc) The Notwithstanding the foregoing, if the Company shall not be required furnish to effect the Holders requesting a registration pursuant to this Section 2.1 under any 1.2, a certificate signed by the Company's President stating that in the good faith judgment of the following circumstancesCompany's Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, 1.2 and the registrations such registration statements have been declared or ordered effective; (ii) during the period starting with the date sixty (60) calendar days prior to the Company’s 's good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) calendar days following after the effective date of, any registration statement pertaining to a public offering of such Company Registration, securities for the Company's account subject to Section 1.3 below; provided that the Company is actively employing in good faith all commercially reasonable its best efforts to cause the such registration statement for the Company Registration to become be effective; (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3;1.12; or (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under by the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six months one hundred eighty (180) days after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of at least forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having representing either an anticipated aggregate gross public offering price (before any underwriting discounts and commissions) of not less than five million dollars ($5,000,000) or at least $10,000,000twenty percent (20%) of all Registrable Securities then outstanding, then the Company shall shall: (i) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders; (ii) as soon as reasonably practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 2.1(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 6.5; and (iii) use all commercially its reasonable best efforts to cause the resale of all of the Registrable Securities covered such registration statement to be declared effective by the request to be registered under the Securities ActSEC as soon as reasonably practicable but in no event later than ninety (90) days after such request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 2.1(a) and the Company shall include that such information in the written notice referred to in Section subsection 2.1(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (ctogether with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders of Registrable Securities, provided that no reduction shall be made including the Initiating Holders, in the Registrable Securities included in the underwriting until proportion (as nearly as practicable) to the number of any securities Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be sold by included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or by holders other than the Holders has been reduced underwriters may round the number of shares allocated to zeroany Holder to the nearest one hundred (100) shares. (dc) The Company shall not be required obligated to effect a registration pursuant effect, or to this Section 2.1 under take any of the following circumstances:action to effect, any registration (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective;: (iiA) during If the period starting with Company receives the date sixty request for registration six (606) days prior to months or less before the Company’s good faith estimate of the expected date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effectiveCompany’s IPO; (iiiB) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in In any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (C) After the Company has effected two (2) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (D) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (E) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act; or (ii) pursuant to any other provision of this Agreement: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (B) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action would be materially detrimental to the Company and its shareholders, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than all of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) 4 years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six months 180 days after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of forty percent (40%) or more at least 50% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000then outstanding, then the Company shall shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; (ii) as soon as practicable, and in any event within 60 days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 2.1(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 6.5; and (iii) use all commercially reasonable its best efforts to cause the resale of all of the Registrable Securities covered such registration statement to be declared effective by the request to be registered under the Securities ActSEC as soon as practicable but in no event later than 90 days after such request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 2.1(a) and the Company shall include that such information in the written notice referred to in Section subsection 2.1(a). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (ctogether with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders of Registrable Securities, provided that no reduction shall be made including the Initiating Holders, in the Registrable Securities included in the underwriting until proportion (as nearly as practicable) to the number of any securities Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be sold by included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or by holders other than the Holders has been reduced underwriters may round the number of shares allocated to zeroany Holder to the nearest 100 shares. (dc) The Company shall not be required obligated to effect a registration pursuant effect, or to this Section 2.1 under take any of the following circumstances:action to effect, any registration (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective;: (ii1) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in In any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (2) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (3) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.11 below; or (4) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (2) If the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other person during such ninety (90) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Initial Offering, a written request from the Holders of forty at least thirty percent (4030%) or more of the Registrable Securities then outstanding (the “"Initiating Holders”") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0007,500,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company's notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities to Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offeringthis Agreement, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000then outstanding, then the Company shall use all commercially reasonable efforts to cause the resale of all shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) as soon as practicable, and in any event within 45 days of the receipt of such request, file a registration statement under the Act covering all Registrable Securities covered by which the Holders request to be registered under registered, subject to the Securities Actlimitations of subsection 1.2(b), within twenty (20) days of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in of the underwriting until Company owned by each Holder; provided, however, that the number of any securities shares of Registrable Securities to be sold by included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the Company or by holders other than the Holders has been reduced to zerounderwriting. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month period; or. (vd) in any jurisdiction in which the The Company would shall be required obligated to execute a general consent effect only two such registrations pursuant to service of process in effecting such registrationthis Section 1.2. Registrations effected on Form S-3 pursuant to Section 1.12, unless the Company is already subject however, shall not be counted as demands pursuant to service in such jurisdiction and except as may be required under the Securities Actthis Section 2.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and December 9, 2013 or (ii) six months one hundred eighty (180) days after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee benefit or similar plans or a registration statement relating to a Rule 145 transaction), a written request from the Holders of at least forty percent (40%) or more of the Registrable Securities then outstanding that the Company effect a registration under the Securities Act with respect to at least a majority of the Registrable Securities then outstanding and having aggregate proceeds (net of underwriting discounts and commissions) in excess $10,000,000, then the Company shall (i) give written notice of such request to all Holders within ten (10) calendar days of the date such request is given and (ii) use its best efforts to effect as soon as practicable (and in any event within sixty (60) calendar days of the date such request is given) the registration under the Securities Act of all Registrable Securities that the Holders request to be registered within twenty (20) calendar days of the date the Company’s notice referred to in this subsection 1.2(a) is given. (b) If the Holders initiating the registration request hereunder (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities Act. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (ctogether with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made allocated among all Holders electing to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested by each such Holder to be included in the underwriting until such underwriting; provided, however, that the number of any shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and stockholders of such selling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by the Company or by holders other than the Holders has been reduced to zeroall entities and individuals included in such “selling stockholder” as defined in this sentence. (dc) The Notwithstanding the foregoing, if the Company shall not be required furnish to effect the Holders requesting a registration pursuant to this Section 2.1 under any 1.2, a certificate signed by the Company’s President stating that in the good faith judgment of the following circumstancesCompany’s Board of Directors, such registration would be seriously detrimental to the Company and its stockholders and that it is, therefore, essential to defer taking action with respect to such registration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) calendar days after the date the request of the Initiating Holders is given; provided, however, that the Company may not utilize this right or the right set forth in Section 1.12(c) more than once in any twelve (12) month period; and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period other than a registration relating solely to employee benefit or similar plans, or a registration relating to a Rule 145 transaction. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, 1.2 and the such registrations have been declared or ordered effectiveeffective and have remained effective for at least the period of time described in Section 1.4(a); (ii) during the period starting with the date sixty thirty (6030) calendar days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty ninety (18090) calendar days following after the effective date of, any registration statement pertaining to a public offering of such Company Registration, securities for the Company’s account; provided that the Company is actively employing in good faith all commercially reasonable its best efforts to cause the such registration statement for the Company Registration to become be effective; (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3;1.12; or (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under by the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the date that is the earlier of (i) the third second anniversary of the Initial Closing Date (as defined in the Purchase Agreement) date hereof and (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty thirty percent (4030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or twelve (v) in any jurisdiction in which 12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase this Agreement) and , or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty twenty percent (4020%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00020,000,000 (prior to underwriting discounts and commissions), then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any selling Holder that is an investment fund, partnership, limited partnership, limited liability company or corporation, the affiliated investment funds, partners, limited partners, members, retired partners, retired members and stockholders of such Holder, or the estates and family members of any such partners, members, retired partners, retired members, stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be sold a single “selling Holder,” and any pro rata reduction with respect to such “selling Holders” shall be based upon the aggregate amount of Registrable Securities owned by the Company or by holders other than the Holders has been reduced to zeroall such related entities and individuals. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (ai) Subject At any time and from time to the conditions of this Section 2.1 and Section 2.4(b), if the Company shall receive at any time after the earlier of (i) the third first anniversary of the Initial Closing Date Effective Time (as defined in subject to Section 4.1(a)(ii) hereof), upon the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding any Principal Stockholder Party (the “Initiating Holders”"INITIATING PARTY") that the Company file a effect the registration statement under the Securities Act covering of a number of Registrable Securities that is not less than the registration lesser of (x) Registrable Securities having an anticipated aggregate gross offering market value (based on the closing share price on the business day immediately preceding the date of such request) of at least $10,000,0005 million or (y) at least 3% of the then-outstanding shares of Common Stock (a "DEMAND NOTICE"), then which request shall specify the intended method or methods of disposition of such Registrable Securities (it being understood that the method specified or intended by the Initiating Party with respect to any registration may be an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or otherwise (a "SHELF REGISTRATION")), the Company will promptly give written notice of such requested registration to the other Stockholder Parties, and thereupon the Company shall use all its commercially reasonable best efforts to cause effect as promptly as practicable the resale of registration under the Securities Act of: (A) all of the Registrable Securities covered which the Company has been so requested to register by the request to be registered under the Securities Act.Initiating Party, (bB) If all shares of Common Stock which the Company desires to include in such registration for its own account, as specified in a written notice given to the Initiating Holders intend to distribute Party and the other Stockholder Parties within 10 days after receipt by the Company of the Demand Notice, and (C) all Registrable Securities covered by their request by means of an underwriting, they shall so advise which the Company has been requested to include in such registration by each other Stockholder Party, as specified in a part written request given by such Stockholder Party to the Company and the Initiating Party within 10 days after receipt of their request made the aforesaid written notice from the Company (together with the securities referred to in clause (B) above, the "ADDITIONAL SECURITIES"), all to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. A registration pursuant to this Section 2.14.1(a)(i) is referred to herein as a "DEMAND REGISTRATION." (ii) Notwithstanding the foregoing subparagraph (i), if any Principal Stockholder Party shall desire to request a Demand Registration pursuant to Section 4.1(a)(i) hereof prior to the first anniversary of the Effective Time, (x) it shall so notify the other Principal Stockholder Party in writing, seeking the other Principal Stockholder Party's consent to such Demand Registration and (y) the Initiating Party may deliver its Demand Notice to the Company shall include that information pursuant to Section 4.1(a)(i) hereof only if the other Principal Stockholder Party consents to such Demand Registration (which consent may be given or withheld in the written notice referred to in Section 2.1(aits sole discretion). (ciii) Notwithstanding any other provision the foregoing subparagraph (i), (x) the right of this Section 2.1each Principal Stockholder Party to request a Demand Registration as provided therein shall terminate at such time, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenany, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in as the Registrable Securities included in beneficially owned by such Principal Stockholder Party constitute less than 3% of the underwriting until then-outstanding shares of Common Stock and (y) the number right of any securities Stockholder Party to be sold participate in any Demand Registration pursuant to Section 4.1(a)(i)(C) hereof shall terminate at such time, if any, as the Registrable Securities beneficially owned by such Stockholder Party constitute less than 1% of the Company or by holders other than the Holders has been reduced to zerothen-outstanding shares of Common Stock. (div) The Company shall not be required to effect Notwithstanding the foregoing subparagraph (i), if a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.14.1 involves an underwritten offering, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if lead underwriter shall advise the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; Party in writing (iv) if the Company shall furnish to Holders requesting with a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental copy to the Company and each other Participating Stockholder Party) that, in its stockholders for such registration opinion, the number of Additional Securities proposed to be effected at included in such timeDemand Registration exceeds the number that can be reasonably sold in such offering without materially and adversely affecting the offering price or otherwise materially and adversely affecting such offering, in which event the Company shall have include in such Demand Registration (but only to the right to defer such filing for a period of not more than ninety (90) days after receipt extent of the request number of securities that the lead underwriter advises can reasonably be sold in such offering), (x) first, the Registrable Securities to be offered by the Initiating HoldersParty and each other Participating Stockholder Party, provided that such right according to delay a request shall be exercised the relative number of Registrable Securities beneficially owned by the Initiating Party and the other Participating Stockholder Parties at such time and (y) second, the securities which the Company not more than once desires to include in any twelve-month period; orsuch registration. (v) The Company and the other Participating Stockholder Parties shall have withdrawal rights with respect to the Additional Securities comparable to those set forth in Section 4.2(d) hereof. (vi) Except as aforesaid, no other Person shall have any right to include any securities in any jurisdiction in which the Company would be required to execute registration initiated by a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except Principal Stockholder Party as may be required under the Securities Acta Demand Registration.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and April 1, 2015 or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable its best efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by the Initiating Holders holding a majority of Registrable Securities to be registered, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Initiating Holders holding a majority of the Registrable Securities to be registered). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For purposes of the provisions of this paragraph concerning apportionment, for any selling securityholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, shall be deemed to be sold a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by the Company or by holders other than the Holders has been reduced to zeroall such related entities and individuals. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) during the one hundred eighty (180) day period commencing with the effective date of the Initial Offering; (iii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iv) upon written notice to the Initiating Holders within thirty (30) days of receipt of a written request pursuant to Section 1.2(a) that the Company intends to file a registration statement for an Initial Offering within sixty (60) days following the date of such Company notice; (v) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (vi) if the Company shall furnish to the Initiating Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for the registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period, or such shorter period of deferral of such filing (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of one hundred eighty (i180) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months days after the effective date of the First Public Initial Offering, a written request from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or twelve (v) in any jurisdiction in which 12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of (i) four (4) years from the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six (6) months after the effective date of the First Public OfferingInitial Offering or Direct Listing, a written request from the Holders of forty percent (40%) or more at least 50% of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00030,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and the such registrations have been declared or ordered effective; (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;2.3 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month periodperiod ; or (v) in any jurisdiction in which and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (ai) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier closing of (i) the third anniversary of the an Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, the Company shall receive a written request from the Holders of forty percent (40%) 25% or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000Securities, then the Company shall shall, within ten (10) days of the receipt thereof, deliver written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the providing of the Company’s notice pursuant to this Section 1.2(i). (bii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. (ciii) Notwithstanding any other provision of this Section 2.1, if If the underwriter advises managing underwriter(s) advise(s) the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the number of shares Company shall so advise all Holders of Registrable Securities that may would otherwise be included in the underwriting underwritten pursuant hereto, and there shall be so limited excluded from registration to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities, on a pro rata basis, provided that no reduction basis based on the number of Registrable Securities held by the Holders including Registrable Securities in the registration (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be made withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 1.2 unless permitted to do so by the written consent of Initiating Holders holding a majority of the Registrable Securities included held by the Initiating Holders, as to which registration has been requested. Except as stated in Section 1.2(iv)(b) below, the underwriting until Company may not cause any other registration of securities for sale for its own account (other than an Excluded Registration) to be initiated after a registration requested pursuant to this Section 1.2 and to become effective less than ninety (90) days after the number effective date of any securities registration requested pursuant to be sold by the Company or by holders other than the Holders has been reduced to zerothis Section 1.2. (div) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (ia) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;effective as promptly as practicable; or (iib) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and and, subject to Section 1.7, ending on a date one hundred eighty ninety (18090) days following the effective date of such Company Registrationof, a Company-initiated registration pursuant to this Section 1.2 or an Underwritten Shelf Takedown offering pursuant to Section 1.5 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;effective or such Underwritten Shelf Takedown to be completed as promptly as practicable; or (iiic) if the Initiating anticipated aggregate proceeds to the Holders propose to dispose in such registration will be less than US$5,000,000 (net of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;underwriting discounts and commissions); or (ivd) if the Company is eligible to use Form S-3 or Form F-3; or (e) in the event of a Suspension pursuant to Section 1.6. (v) The Company shall furnish to Holders requesting not effect a registration pursuant to this Section 2.1 1.2 if any Holder is subject to a certificate signed contractual restriction imposed by an underwriter of the Initial Offering or any subsequent offering of the Company’s Chief Executive Officer Ordinary Shares which contractual restriction, if such Holder was to participate in such registration or Chairman of the Board stating that, related offering (i) would prevent such Holder from participating in the good faith judgment of registration or related offering, and (ii) has not been waived in connection with such participation in the Board, it would be seriously detrimental registration or subsequent offering to the Company and its stockholders same extent as it has been waived for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Actother Holder.

Request for Registration. (a) Subject At any time, and from ------------------------ time to the conditions of this Section 2.1 time, on and Section 2.4(b), if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public OfferingDate, a written request from the Holders of forty percent (40%) or more at least 25% of the then Registrable Securities then outstanding (the “"Initiating Holders”") may request in a written ------------------ notice that the Company Corporation file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities having an anticipated aggregate gross offering price held by such Initiating Holders in the manner specified in such notice. Following receipt of at least $10,000,000any notice under this Section 4 the Corporation shall (x) within ten days notify all other Holders of such request in writing and (y) thereupon will, then the Company shall as expeditiously as possible, use all commercially reasonable its best efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities ActAct all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Corporation has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders; provided, however, that, notwithstanding anything to the -------- ------- contrary contained herein, the Corporation shall not be required to have any such registration statement be declared effective by the SEC prior to the six month anniversary of the Closing Date. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company Corporation shall include that such information in the written notice referred to in clause (x) of Section 2.1(a)4(a) above. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided below. All Holders proposing to distribute Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Corporation, which approval shall not be unreasonably withheld. No Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Corporation, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any other provision of this Section 2.1Agreement to the contrary, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company Corporation shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) 4 during the period starting with the date sixty (60) days prior to of filing by the Company’s good faith estimate of the date of the filing of a Company RegistrationCorporation of, and ending on a date one hundred eighty (180) 180 days following the effective date of, (i) any registration statement requested under Section 4(a) or Section 6 or (ii) a registration statement pertaining to a public offering of such Company Registrationsecurities for the account of the Corporation or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 5; provided that (x) the Company is Corporation -------- shall actively employing employ in good faith all commercially reasonable efforts to cause the any such registration statement for the Company Registration referred to in clause (i) or (ii) above to become effective; effective as soon as possible and (iiiy) with respect to any such registration statement involving an underwritten offering, the 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. In addition, if the Initiating Holders propose Corporation is not a registrant entitled to dispose of Registrable Securities that may be registered on use Form S-3 pursuant or any successor thereto in connection with a requested registration, the Corporation shall not be required to Section 2.3; (iv) if the Company shall furnish to Holders requesting effect a registration pursuant to this Section 2.1 a certificate signed 4 unless the Holders requesting registration are requesting registration of at least the lesser of 5% of the outstanding Common Stock of the Corporation or their entire holding of Common Stock. (d) A registration requested pursuant to this Section 4 shall not be deemed to have been effected pursuant this Section 4 for purposes of Section 9 unless (i) it has been declared effective by the Company’s Chief Executive Officer SEC, (ii) it has remained effective for the period set forth in Section 7(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or Chairman other order or requirement of the Board stating SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities). (e) Subject to the following sentence, if a requested registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Corporation in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Corporation which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, the Corporation will include in such registration only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the Corporation may include in such registration the securities the Corporation proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Corporation will not include in any requested registration pursuant to this Section 4 any securities which are not Registrable Securities (other than securities of the Corporation) without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. (f) If the Board of Directors of the Corporation, in its good faith judgment judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation (collectively, a "Valid Business Reason"), the --------------------- Corporation may postpone filing a registration statement relating to a request for registration under this Section 4 until such Valid Business Reason no longer exists, but in no event for more than three months from the date of the Boardnotice referred to below, it would and, in case any such registration statement has been filed the Corporation may, with respect to a registration effected pursuant to this Section 4, cause such registration statement to be seriously detrimental to the Company withdrawn and its stockholders effectiveness terminated or may, with respect to a registration effected pursuant to this Section 4 or Section 6, postpone amending or supplementing such registration statement; and the Corporation shall give written notice (a "Delay ----- Notice") of its determination to postpone or withdraw a registration statement ------ and of the fact that the Valid Business Reason for such registration to be effected at such timepostponement or withdrawal no longer exists, in which event each case, promptly after the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of occurrence thereof. Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Initiating HoldersCorporation will disclose to such holder the nature of such Valid Business Reason in reasonable detail; provided, provided that such right holder executes a confidentiality agreement reasonably -------- satisfactory to delay the Corporation; provided, further, that any such -------- ------- confidentiality agreement shall terminate upon the public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this subparagraph (f), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the four registration statements effected pursuant to this Section 4 or Section 6 for purposes of Section 9 and the Corporation shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if such Delay Notice relates to a request shall be exercised by the Company not more than once in under Section 4(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 6) or (ii) with respect to any twelve-month period; or (v) in any jurisdiction in which the Company would be required two consecutive registrations requested pursuant to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Actthis Section 4 or Section 6.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months one year after the effective date of the First Public Offering, this Agreement a written request from the Holders of forty percent (40%) or more at least 100,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of the entire amount of the Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000held by the Initiating Holders, then the Company shall shall, within 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Company within 20 days of the mailing of the Company’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities Actin response to the Company’s notice given pursuant to this Section 1.2 (a) are herein referred to as “Participating Holders”. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Participating Holders which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Registrable Securities to be sold excluded or withdrawn shall be determined in the following sequence: (i) securities held by the Company or by holders any persons other than the Holders has been reduced Holders, including persons having a contractual, incidental “piggy back” right to zeroinclude such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected 2 registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board 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 effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any 12-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and August 30, 2025 or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from (a) any Institutional Holder or (b) the Holders of forty at least fifty percent (4050%) or more of the Registrable Securities then outstanding outstanding, excluding for all purposes under clause (b) any Registrable Securities held by a Strategic Investor or a Competitor Transferee (for purposes of this Section 2.1, the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00020,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the sending of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 2.1(d). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business in such jurisdiction or subject to service of process in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two three (3) registrations pursuant to this Section 2.1, 2.1 and the such registrations have been declared or ordered effective; (iiiii) during the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, a Company-initiated registration subject to Section 2.2 below; provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;2.3 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such timeSuspension Notice, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request and the rights under Sections 2.3(b)(iii), 2.3(d)(i)(1), 2.3(d)(ii) and 2.4 shall be exercised by the Company not more than once in any twelve-month twelve (12)-month period; or provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (v) 90)-day period (other than a registration relating solely to the sale of securities of participants in any jurisdiction a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the Company would only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) The Institutional Holder or Holders of a majority of the Registrable Securities, excluding for this purpose any Registrable Securities held by a Strategic Investor or a Competitor Transferee, as the case may be, initially requesting registration hereunder will have the right to select the underwriter or underwriters in an offering under a registration pursuant to this Section 2.1, which underwriter or underwriters shall be required reasonably acceptable to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities ActCompany.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six months after the effective date of the First Public Initial Offering, a written request (the “Initial Request”) from the Holders of forty percent (40%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall use shall, within twenty days of the receipt of the Initial Request, give written notice of the Initial Request to all commercially reasonable efforts Holders, and subject to cause the resale limitations of all of this Section 1.2, file as soon as practicable, and in any event within 90 days, a registration statement under the Act covering the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty days after the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the Initial Request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated among the participating Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be sold by included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the Company underwriting. Any Registrable Securities excluded or by holders other than withdrawn from such underwriting shall be withdrawn from the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (2) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective, provided, that either (i) the distributions described in such registration statements have been completed or (ii) the registration statements continue to remain in effect and there are no “stop orders” in effect with respect to such registration statements; or (3) during the period starting with the date sixty days prior to the Company’s good faith estimate of the date of the filing of a Company-initiated registration subject to Section 1.3 hereof, provided the Company delivers notice to the Holders within thirty days of any request for registration under this Section 1.2, and ending on a date ninety days after such registration or in the case of the Initial Offering ending on a date one hundred eighty days after the effective date of such Initial Offering, provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or (4) if the Initiating Holders propose to dispose of Registrable Securities Actthat may be registered on Form S-3 pursuant to Section 1.4 hereof; or (5) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty days after receipt of the Initial Request, provided that such right to delay any request of the Holders under this Section 1 shall be exercised by the Company not more than once in any twelve-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of (i) the third anniversary [***] of the Initial Closing Date (as defined in the Purchase date of this Agreement) and ; or (ii) six months after [***] following the effective date of the First Public Initial Offering, a written request from the any Holders of forty percent (40%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) ), including Neuberger or Temasek for clause (i), that the Company file a two (2) registration statement statements under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000[***], then the Company shall shall, within [***] of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within [***] of the mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by [***] of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding [***] of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected [***] registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date [***] prior to the Company’s good faith estimate of the date of the filing of and ending on a date [***] following the effective date of a Company initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities Actthat may be registered on Form S-3 pursuant to Section 2.3 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than [***] after receipt of the request of the Initiating Holders; provided that such right shall be exercised by the Company not more than [once] in any [***] period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of at least six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offeringfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (held by the “Initiating Preferred Holders”) , on an as-converted basis and including any shares of Common Stock held by the Preferred Holders resulting from conversion of their respective Preferred Stock, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000Securities, then the Company shall shall, within ten (10) days of the receipt thereof, give written notice of such request to all Preferred Holders and shall, subject to the limitations of subsection 2.2(b), use all commercially reasonable efforts to cause effect as soon as practicable, and in any event within 90 days of the resale receipt of such request, the registration under the Securities Act of all of the Registrable Securities covered by which the Preferred Holders request to be registered under within twenty (20) days of the mailing of such notice by the Company in accordance with the terms hereof; provided, however, that the Company shall not be obligated to effect such registration if the Preferred Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Actand such other securities (if any) at an aggregate price to the public (before underwriting discounts, commissions and fees) of less than $5,000,000. (b) If the Preferred Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2.2 and the Company shall include that such information in the written notice referred to in subsection 2.2(a). The underwriter will be selected by the Company subject to the prior written consent of a majority of the then outstanding Registrable Securities proposed to be included in such registration, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required if the Company selects a nationally recognized underwriter in the United States with demonstrable, pharmaceutical and/or biotechnology industry-specific expertise and experience. In such event, the right of any Preferred Holder to include Registrable Securities in such registration shall be conditioned upon such Preferred Holder's participation in such underwriting and the inclusion of such Preferred Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Preferred Holder to the extent provided herein. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form (including without limitation the indemnities from the Company as set forth in Section 2.1(a). (c2.10) with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.12.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation or the exclusion of the number of shares to be underwritten, then the Initiating Holders shall so advise all Preferred Holders of Registrable Securities which would otherwise participate in the underwritten offering pursuant hereto, and, in the case of a limitation, of the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Preferred Holders (as applicable), provided including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred Holder (as applicable); provided, however, that no the shares of Registrable Securities to be included in such underwriting shall not be reduced in number or completely excluded unless all other securities are first entirely excluded from the underwriting. No such reduction shall reduce the securities being offered by the Company for its own account to be made included in the registration and underwriting, and in no event shall the amount of Registrable Securities of the selling Preferred Holders included in the registration be reduced below twenty-five (25%) of the total amount of securities included in such registration, unless such offering is the initial public offering of the Company's Common Stock under the Securities Act, in which event any or all of the Registrable Securities included of the Preferred Holders may be excluded in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroaccordance with this Section 2.2(b). (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.1 2.2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected filed at such timetime and it is therefore essential to defer the filing of such registration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-twelve month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) After the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective (excluding any such registration in which the amount of the Registrable Securities of the selling Preferred Holders included therein shall have been reduced by twenty-five percent (25%) or more to accommodate the inclusion of the securities being offered by the Company pursuant to Section 2.2(b)), or within six (6) months of the effective date of another registration; (ii) During the period of one hundred eighty (180) days following the effective date of a registration subject to Section 2.3 hereof; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be currently registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; provided, however, that if the Company so refuses to effect a registration by the Preferred Holders pursuant to this Section 2.2(d)(iii), they shall be entitled to an additional registration pursuant to Section 2.4 for each such registration so refused; or (viv) in any jurisdiction in which If the Company would be required delivers notice to execute the Initiating Holders within thirty (30) days of a general consent registration request pursuant to service this Section 2.2 stating the Company's intent to file a registration statement for a public offering within ninety (90) days of process in effecting the date of such registrationnotice, unless provided that the Company is already subject actively employing in good faith all reasonable efforts to service in cause such jurisdiction registration statement to be filed and except as may be required under the Securities Actbecome effective.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)3.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and August 15, 2008 or (ii) six twelve (12) months after the effective date of the First Public Company’s first firm commitment underwritten public offering of its Common Stock (the “Initial Offering”), a written request from the Holders of forty thirty percent (4030%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.2, use all commercially reasonable best efforts to cause effect, as soon as practicable, the resale registration under the Securities Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 3.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a3.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.13.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances3.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.13.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 3.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;3.6 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 3.2, a certificate signed by the Company’s Chief Executive Officer President or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) 2.1 Subject to the conditions of this Section 2.1 and Section 2.4(b)2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offeringfirst anniversary, a written request from the Holders any Holder of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an provided that the anticipated aggregate gross offering price of at least would exceed $10,000,00020,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1. (b) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2 and the Company shall include that such information in the written notice referred to in this Section 2.1(a2.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). (c) . Notwithstanding any other provision of this Section 2.12, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basisbasis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no reduction Registrable Securities shall be made in excluded unless and until all other securities of the Company have been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroregistration. (d) The 2.3 In addition, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances:2: sa-60810 (ia) after the Company has effected two registrations (2) registration pursuant to this Section 2.12, and the such registrations have been declared or ordered effective; (iib) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iiic) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.34; (ivd) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such twelve (12)-month period; or (ve) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders (including the Key Holders), and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.this

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time three (3) years after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, this Agreement a written request from the Holders of forty percent (40%) a majority or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities having an Securities, provided that the anticipated aggregate gross offering price of at least from such offering would exceed $10,000,00035,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable best efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basisbasis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no reduction Registrable Securities shall be made in excluded unless and until all other securities of the Company have been excluded. Any Registrable Securities included in excluded or withdrawn from such underwriting shall be withdrawn from the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations one (1) registration pursuant to this Section 2.11.2, and the registrations have such registration has been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.31.4; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve-month twelve (12)-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty at least fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith all its commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;2.3 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, a written request from the Holders of forty percent (at least 40%) or more % of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price price, net of underwriting discounts and commissions, of at least $10,000,0007,500,000, then the Company shall use all commercially reasonable efforts to cause the resale of all shall, within 15 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 7.2(b), file as soon as practicable, and in any event within 75 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities covered by which the Holders request to be registered under within 30 days of the Securities Actmailing of such notice by the Company in accordance with Section 9.6. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 7.2 and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 7.2(a). . In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company with the approval of a majority in interest of the Initiating Holders, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.17.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided that no reduction shall be made including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities included in of the underwriting until Company owned by each Holder; provided, however, that the number of any securities shares of Registrable Securities to be sold by included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect only two such registrations pursuant to this Section 7.2; provided, however, that the Company or by holders other than shall not be obligated to effect such registration if the Holders has been reduced Company has, within the 12-month period preceding the date of such request, already effected a registration pursuant to zerothis Section 7.2. (d) The Company shall is not be required obligated to effect initiate a registration pursuant to this Section 2.1 under any 7.2 until the earlier of January 1, 1995 or three months after the following circumstances:Initial Public Offering. (ie) after Notwithstanding the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 7.2 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the Board, Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve12-month period; or (v) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Initial Public Offering, a written request from the Holders of forty at least twenty-five percent (4025%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the then outstanding Registrable Securities having an Securities, or a lesser percent if the anticipated aggregate gross offering price price, net of at least underwriting discounts and commissions, would exceed $10,000,0005,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basisbasis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no reduction Registrable Securities shall be made in excluded unless and until all other securities of the Company have been excluded. Any Registrable Securities included in excluded or withdrawn from such underwriting shall be withdrawn from the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.31.4; (ivv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period, provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such one ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (vvi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and July 24, 2018, or (ii) six months after the effective date of the First Public OfferingQualified IPO, a written request from the Holders of forty percent (40%) or more at least 66 and 2/3% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Section 1.2(b), use all commercially reasonable best efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities ActAct all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all participating Holders thereof, provided that including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested to be included in such applicable registration by each participation Holder. In no reduction event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zerowithdrawn from registration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the Board, Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected three registrations pursuant to this Section 1.2, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) If the Company, within 30 days of receipt of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement for an initial public offering within 75 days; provided, that the Company is actively employing in good faith, reasonable best efforts to cause such registration to become effective; (iii) Within 180 days immediately following the effective date of a Qualified IPO; or (viv) in any jurisdiction in which If the Company would be required Initiating Holders propose to execute a general consent to service dispose of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as shares of Registrable Securities that may be required under the Securities Actimmediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and August 29, 2016, or (ii) six months after the effective date of the First Public Offeringan IPO, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities ActAct all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all participating Holders thereof, provided that including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no reduction event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zerowithdrawn from registration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to the Initiating Holders requesting a within 30 days of any request for registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the Board, Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (viv) in any jurisdiction in which If, within 30 days of the request for registration, the Company would be required delivers notice to execute the Initiating Holders of the Company’s intent to file a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Actregistration statement for a firm commitment underwritten initial public offering within 90 days.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offeringfirst registration statement for an underwritten public offering of securities of the Company (other than an Excluded Registration), a written request from either the Required Series D, E, F and G Holders of forty percent (40%a “Series D, E, F and G Demand Registration”), the Required Series C Holders (a “Series C Demand Registration”) or more of the Registrable Securities then outstanding Required Other Holders (the an “Initiating HoldersOther Shareholder Demand Registration”) that the Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2.2(b), use all commercially reasonable its best efforts to cause the resale of all file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities covered by which the Holders request to be registered under within 20 days of the Securities Actmailing of such notice by the Company. (b) If the Holders initiating the registration request under Section 2.2(a) (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2.2 and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 2.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) Notwithstanding any other provision of this Section 2.1the foregoing, if the underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zero. (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 2.2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders holders of capital stock for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right (collectively with the similar right under subsection 2.4(b)) more than once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) (A) if the Initiating Holders are holders of Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities or Series G Registrable Securities and the Company has either (1) effected one (1) Series D, E, F and G Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Series D, E, F and G Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Series D Registrable Securities, Series E Registrable Securities, Series F Registrable Securities and Series G Registrable Securities requested to be included therein were able to be registered and sold thereunder, (B) if the Initiating Holders are holders of Series C Registrable Securities and the Company has either (1) effected one (1) Series C Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Series C Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Series C Registrable Securities requested to be included therein were able to be registered and sold thereunder or (C) if the Initiating Holders are holders of Other Registrable Securities and the Company has either (1) effected one (1) Other Shareholders Demand Registration in the prior twelve (12) months, or (2) previously effected two (2) Other Shareholders Demand Registrations in the aggregate, and such registrations have been declared or ordered effective and at least 90% of the Other Registrable Securities requested to be included therein were able to be registered and sold thereunder; (ii) if the Company has, within the 12-month period preceding the date of such request, already effected one registration for the Holders pursuant to this Section 2.2, and such registration has been declared or ordered effective and at least 90% of the Registrable Securities requested to be included therein were able to be registered and sold thereunder; (iii) during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 2.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (viv) in any jurisdiction in which if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4. (e) If the total amount of securities, including Registrable Securities, requested by holders of capital stock and the Company would to be included in an underwritten Series D, E, F and G Demand Registration, Series C Demand Registration, Other Shareholder Demand Registration or registration requested under Section 2.4 exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to execute a general consent include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering, and the Company will include in such registration (i) first, the number of Registrable Securities (apportioned pro rata among the selling Holders according to service the total amount of process securities entitled to be included therein owned by each selling Holder or in effecting such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall any Other Registrable Securities be included until Holders of Series G Registrable Securities, Series F Registrable Securities, Series E Registrable Securities, Series D Registrable Securities and Series C Registrable Securities that have requested to include Registrable Securities therein shall have received (or will receive in such registration) an amount equal to the original purchase price of their shares of Series G Preferred Stock, unless Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock, respectively, (ii) second, the securities, if any, the Company is already subject proposes to service sell therein and (iii) third, any other securities of the Company requested to be included in such jurisdiction registration. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners, holders of capital stock of such Holder, the estates and except family members of any such partners and retired partners, any Affiliated Fund (as may defined below) and any trusts for the benefit of any of the foregoing persons shall be required under deemed to be a single “selling Holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the Securities Actaggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling Holder,” as defined in this sentence.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third three (3) year anniversary of the Initial Closing Date (as defined in the Purchase this Agreement) and , or (ii) six months after the sixth (6th) month anniversary of the effective date of the First Public Initial Offering, receive a written request from the Holders of forty percent (40%) or more at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities Act covering the registration offer and sale of Registrable Securities having an anticipated aggregate gross offering price of at least $10,000,000Securities, then the Company shall shall, promptly but not later than twenty (20) days after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Securities Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (cand the Company, if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of any securities Registrable Securities held by all such Holders (including the Initiating Holders), provided, however, that the number of shares of Registrable Securities to be sold by included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Company underwriting and registration; Any Registrable Securities excluded or by holders other than withdrawn from such underwriting shall be withdrawn from the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Securities Act; or (2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering; (3) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the registrations have such registration has been declared or ordered effective;; or (ii4) during the period starting with the date sixty if within thirty (6030) days prior of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives notice to the Holders of the Company’s good faith estimate of intention to file a registration statement for the date of the filing of a Company Registration, and ending on a date one hundred eighty Company’s Initial Offering within ninety (18090) days following the effective date of such Company Registrationdays, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iii5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3;1.4 hereof; or (iv6) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month (12) period; or (v) in any jurisdiction in which , and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and January 1, 2008, or (ii) six months 180 days after the effective date of the First Public Offeringregistration statement pertaining to an IPO, a written request from the Holders of forty percent (40%) or more a majority of the Registrable Securities then outstanding outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Initiating Holders”) ), that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00025,000,000, then the Company shall shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2.2(b), use all commercially reasonable efforts to cause the resale of all of the Registrable Securities covered by the request to be registered under the Securities ActAct all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 2.2(a). . The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.12.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all participating Holders thereof, provided that including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no reduction event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zerowithdrawn from registration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to the Initiating Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the Board, Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right or the similar right set forth in Section 2.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in an IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.2: (i) After the Company has effected two (2) registrations pursuant to this Section 2.2 and such registrations have been declared or ordered effective, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 2.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.3 hereof, unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 2.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (viii) in any jurisdiction in which If the Company would be required Initiating Holders propose to execute a general consent to service dispose of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as shares of Registrable Securities that may be required under the Securities Actimmediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after the earlier of six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Public Offering, Company’s initial public offering covering the offer and sale of Common Stock of the Company (the “IPO”) a written request from the Holders of forty percent (40%) or more at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least thirty percent (30%) of the Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall promptly give written notice of such request to all Holders and shall, subject to the limitations of subsections 1.2(b)-(d), as soon as practicable, use all commercially its reasonable best efforts to cause effect a registration statement under the resale of Securities Act covering all of the Registrable Securities covered by which the Holders request to be registered under within 15 business days of the Securities Actmailing of such notice by the Company. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include that such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting; provided, however, that such agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 2.1(a). (c1.10(b) hereof. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the maximum number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all participating Holders thereof, provided that including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no reduction event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be made in the Registrable Securities included in the underwriting until the number of any securities to be sold by the Company or by holders other than the Holders has been reduced to zerowithdrawn from registration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman President of the Board Company stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of; a registration subject to Section 1.3 hereof; provided that such right to delay a request shall be exercised by the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; and provided, further that the Company may only delay an offering pursuant to this Section 1.2(d) for a period of not more than 90 days if a filing of a registration statement in connection with such registration is not made during such period and the Company may only exercise this right once in any twelve-month period; or (viii) in In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction and except as may be required under the Securities Actjurisdiction.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b), if If the Company shall receive at any time after subsequent to the earlier of of: (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) September 1, 2016 and (ii) six (6) months after following the effective date Company’s first firm commitment underwritten public offering of the First Public Offeringits shares of Common Stock, a written request from the Holders of forty not less than thirty percent (4030%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) outstanding, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an anticipated aggregate gross offering price to the public of at least Ten Million Dollars ($10,000,000), then the Company shall shall: (i) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders; and (ii) use all its commercially reasonable efforts to cause effect as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under registered, subject to the Securities Actlimitations of subsection 1.2(b). (b) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, subsection 1.2(a) and the Company shall include that such information in the written notice referred to in Section 2.1(asubsection 1.2(a)(i). . The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a pro rata basisallocated among all Holders thereof, provided including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that no reduction Registrable Securities of a Founder or Common Stock of ▇▇▇ shall be made in the included if any Registrable Securities included in the underwriting until of an Investor are excluded, and provided further that the number of any securities shares of Registrable Securities held by Holders to be sold by the Company or by holders included in such underwriting shall not be reduced unless all securities other than Registrable Securities are first entirely excluded from the Holders has been reduced to zerounderwriting. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of Notwithstanding the following circumstances: (i) after the Company has effected two registrations pursuant to this Section 2.1foregoing, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Company stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timefiled, in which event the Company shall have the right to defer taking action with respect to such filing for a period of not more than to exceed ninety (90) days after receipt of the request of the Initiating Holders; provided, provided however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month periodperiod and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and the Company delivers notice of such intent to the Initiating Holders within thirty (30) days of the registration request; or (viii) in any jurisdiction in which If the Company would be required Initiating Holders propose to execute a general consent to service dispose of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as shares of Registrable Securities that may be required under the Securities Actimmediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.1, if the Company shall receive at any time after the earlier of twelve (i12) the third month anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after the effective date of the First Initial Public Offering, a written request from the Holders of forty percent (40%) a majority or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities having an then outstanding or a lesser percent if the anticipated aggregate gross offering price price, net of at least $10,000,000underwriting discounts and commissions, would exceed Twenty Million Dollars (US$20,000,000), then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2.1 and the Company shall include that such information in the written notice referred to in this Section 2.1(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis (as nearly as practicable) based on the number of any securities to Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The In addition, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.1: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, and the such registrations have been declared or ordered effective; (ii) If the Company has effected a registration pursuant to this Section 2.1 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 2.2, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective; (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (ivv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 2.1, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once twice in any twelve-month twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such one hundred twenty (120) day period; or (vvi) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) four years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) this Agreement and (ii) six months after the effective date of the First Public Initial Offering, a written request from the Holders of forty percent (40%) 50% or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,0005,000,000, then the Company shall shall, within 20 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within 20 days after the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation of on the number securities underwritten (including Registrable Securities), then the Company shall so advise Holders that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by the Company or by holders other than the Holders has been reduced to zerowithdrawn from registration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of the filing of and ending on a date 90 days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing good faith commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and stockholders for such registration to be effected at such time, in which event Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any 12-month period and provided further that the Company shall not register any securities for the account of itself or other stockholder during such ninety 90-day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty thirty percent (4030%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded, including securities that are not Registrable Securities held by Holders. For purposes of this Section 1.2(b), any Holder of Registrable Securities that is a venture capital fund (or other investment fund), partnership or corporation, the venture capital funds (or other investment funds), partners, retired partners and stockholders that are Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be sold by a single “Holder”. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which period and provided further that the Company shall not register any securities for the account of itself or any other stockholder, and shall not register any securities that are not Registrable Securities for the account of any Holder, during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) four (4) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty at least fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially its reasonable best efforts to, as soon as practicable, file a registration statement under the Act with respect to cause the resale of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a), and use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company‑initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith reasonable best efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S‑3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating (A) that the Company intends to file a registration statement for its Initial Offering within one hundred twenty (120) days following the date of the initial request for registration made by the Initiating Holders pursuant to this Section 1.2 or (B) that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)‑month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)2.02, if the Company shall receive receive, at any time after the earlier of six (i6) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and (ii) six months after have elapsed following the effective date of the First Public OfferingIPO, a written request from the Holders of forty percent (40%) or more Shareholders holding at least a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 2.02, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000US$50,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.02, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.02(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 2.02(a) and the Company shall include that such information in the written notice referred to in Section 2.1(a2.02(a). . In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by such Holder and a majority in interest of the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.12.02, if the underwriter underwriter(s) advises the Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Company shall so advise the Holders of Registrable Securities that would otherwise be underwritten pursuant thereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances2.02: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.12.02, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registrationof, and ending on a the date that is one hundred and eighty (180) days following the effective date of such Company Registrationof, a Company-initiated registration subject to Section 2.03 below; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form F-3 or Form S-3 pursuant to Section 2.3;2.04 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 2.02 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board Board, stating that, that in the good faith judgment of the Board, Board it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, ; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month twelve (12)-month period; or (v) in any jurisdiction in which and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company is already subject to service in such jurisdiction and except as may be required under the Securities Actonly Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) the third anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and January 31, 2009 or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty thirty-five percent (4035%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited allocated to the Holders of such Registrable Securities on a pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities Actthat may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period.

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty twenty-five percent (4025%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00015,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty fifty percent (4050%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least $10,000,00025,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.11.2, and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by those Initiating Holders holding at a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 2.11.2, and the such registrations have been declared or ordered effective;; or (iiiii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registrationa Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the such registration statement for the Company Registration to become effective;; or (iiiiv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3;1.4 hereof; or (ivv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-twelve (12) month period; or (v) in any jurisdiction in which period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to execute be included in a general consent to service registration statement covering the sale of process the Registrable Securities, or a registration in effecting such registration, unless which the Company only Common Stock being registered is already subject to service in such jurisdiction and except as may be required under the Securities ActCommon Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) Subject to the conditions of this Section 2.1 and Section 2.4(b)1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the third anniversary date of the Initial Closing Date (as defined in the Purchase Agreement) and this Agreement or (ii) six (6) months after the effective date of the First Public Initial Offering, a written request from the Holders of forty at least fifty percent (4050%) or more of the Registrable Securities then outstanding Series B Preferred Stock (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having with an anticipated aggregate gross offering price of at least more than $10,000,00020,000,000, then the Company shall shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all its commercially reasonable efforts to cause effect, as soon as practicable, the resale registration under the Act of all of the Registrable Securities covered by that the Holders request to be registered under in a written request received by the Securities ActCompany within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a) to the Holders in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, 1.2 and the Company shall include that such information in the written notice referred to in Section 2.1(a1.2(a). . In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (cunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.11.2, if the underwriter advises the Holders in writing Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be so limited on a allocated to the Holders of such Registrable Securities pro rata basis, provided that no reduction shall be made in the Registrable Securities included in the underwriting until based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities to are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be sold by withdrawn from the Company or by holders other than the Holders has been reduced to zeroregistration. (dc) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1 under any of the following circumstances1.2: (i) after the Company has effected two registrations pursuant to this Section 2.1, and the registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of a Company Registration, and ending on a date one hundred eighty (180) days following the effective date of such Company Registration, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause the registration statement for the Company Registration to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3; (iv) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities Actthat may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period.