Common use of Request for Registration Clause in Contracts

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen thirty (1530) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 56.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; (3) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and subparagraph 6.5(a), each such registrations have registration has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to each such Registrable Securities registration have closedbeen sold; or (C4) Within If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days of from the effective date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use this right more than once in any other registration statement on Form S-1twelve (12) month period. Subject to the foregoing clauses (A), 1) through (B) and (C4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to a public offering of at least 50% of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $20,000,000, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect as soon as practicable such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 15 days after receipt of such the written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 51.5: (A1) In Prior to six months following the closing of the Company’s Initial Public Offering; (2) During the period starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following the effective date of, any particular jurisdiction registration statement (other than a registration of Securities in which a Rule 145 transaction or with respect to an employee benefit plan) pertaining to Securities of the Company would be required (subject to execute a general consent to service of process in effecting such registrationSection 1.6(a) hereof), qualification or compliance, unless provided that the Company is already subject actively employing in good faith all reasonable efforts to service cause such registration statement to be filed and become effective and that the Company provides the Initiating Holders written notice of its intent to file such registration statement within 30 days of receiving the request for registration from the Initiating Holders and provided further, however, that the Company may not utilize this right more than once in such jurisdiction and except as may be required by the Securities Act;any 12-month period. (B3) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed1.5; or (C4) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate certificate, signed by the President of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders for such a registration statement to be filed on or before in the time filing would near future, in which case the Company’s obligation to use its best efforts to register under this Section 1.5 shall be required and it is therefore essential deferred for a period not to defer exceed 90 days from the filing date of such registration statementreceipt of written request from the Initiating Holders; provided, however, that the Company shall have the may not utilize this right to defer such filing (but not more than once during in any twelve 12-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Actgovernmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 59.1: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or other applicable securities laws; (B2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) subparagraph 9.1(a), and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C5) Within one hundred eighty (180) days If the Initiating Holders may dispose of the effective date shares of any other Registrable Securities pursuant to a registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed F-3 pursuant to the a request of the Initiating Holders, may, subject to the provisions of made under Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below9.3 hereof.

Request for Registration. If At any time on or after the date hereof, the Holders of thirty five percent (35%) or more of the Registrable Securities, at such time, may make a written request to the Company for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”); provided, that if either (i) a Shelf Registration Statement is on file and effective with respect to the Common Stock or (ii) such a Demand Registration would not reasonably be expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or Underwriter’s commission), then the Company shall receive from ------------------------ Initiating Holders have no obligation to effect a written request that Demand Registration for the Common Stock. The Company effect any shall prepare and file a registration statement on an appropriate form with respect to any Demand Registration (the “Demand Registration Statement”) and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof and the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement effective for a period ending when all shares of Common Stock covered by the Demand Registration Statement are no longer Registrable Securities or the date as of which each of the Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. The number of Demand Registrations which may be made pursuant to this Section 2.2(a) shall be limited to one (1) per six (6)-month period. Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall have the opportunity to register such number of shares of Common Stock as it may elect on the Demand Registration Statement and as part of the same underwritten offering in connection with a Demand Registration (a “Company Piggy-Back Registration”). Unless the Holders of a majority of the Registrable Securities participating in such Demand Registration consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Demand Registration. Each of the Holders that has requested its Registrable Securities be included in a Demand Registration pursuant to this Section 2.2(a) may withdraw all or any portion of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from a Holder, with respect to a sufficient number of Registrable Securities to reduce the aggregate holdings under the applicable Demand Registration below thirty five percent (35%) of the Registrable Securities, the Company will: (i) promptly given written notice shall cease all efforts to secure effectiveness of the proposed registration to all other Holders; and (ii) as soon as practicableapplicable Demand Registration Statement. In addition, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitationif the Company receives a Demand Registration and the Company is then in the process of engaging in a Company Public Sale, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under Company shall inform the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion Holders of the Registrable Securities of any Holder or Company’s intention to engage in a Company Public Sale and may require the Holders joining in to withdraw such request as are specified in for registration for a written request delivered period of up to the Company within fifteen (15) 120 days after receipt of such written notice from the Company; provided so that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5: (A) In any particular jurisdiction in which may complete the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless Public Sale. In the event that the Company is already subject ceases to service in pursue such jurisdiction and except as may be required by Company Public Sale, it shall promptly inform the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales Holders shall be permitted to submit a new request for registration. For the avoidance of doubt, in the event that such Holders have requested a Demand Registration at a time when the Company (1) was required to file a Shelf Registration Statement pursuant to Section 2.1 and has failed to file such Shelf Registration Statement or (2) filed a Shelf Registration Statement but failed to maintain the effectiveness of a Shelf Registration Statement pursuant to Section 2.1, then the exercise of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date Demand Registration shall not be deemed a waiver of any other registration statement on Form S-1. Subject remedies such Holders may have, at law or in equity, with respect to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowCommon Stock.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to six (6) months after the Closing Date; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) Unless the aggregate number of shares of Registrable Securities sought to be registered by all Initiating Holders and other Holders pursuant to this Section 1.5 is greater than one (1) million shares; (E) After the Company has effected two one (21) such registrations registration pursuant to this Section 5(a) subparagraph 1.5(a), and such registrations have registration has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (CF) Within one hundred eighty (180) days If the Company shall furnish to such Holders a certificate signed by the President of the effective Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed 120 days from the date of any other registration statement on Form S-1receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A), ) through (B) and (CF), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that but 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 on or before the time filing would be required and it is therefore essential to defer the filing any event within 120 days of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowrequest.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to the Registrable Securitiessuch number of shares having an aggregate offering price of at least $5,000,000, the Company will: (i) promptly given within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided that Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 51.2: (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, qualification qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected initiated two (2) such registrations pursuant to this Section 5(a1.2(a) and such (counting for these purposes only registrations which have been declared or ordered effectiveeffective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, or withdrawn at the request of the majority of the Initiating Holdersabsent such election, and the sales of have been required to bear such Registrable Securities have closed; orexpenses); (C) Within During the period starting with the date of filing, and ending on a date one hundred eighty (180) days of after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C)request, the Company shall furnishes to the Holders a notice of the Company’s intent to file such a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than Qualified Public Offering within ninety (90) days after receipt of the request of such notice; or (E) If the Initiating Holders. The registration statement filed Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to the a request of the Initiating Holders, may, subject to the provisions of made under Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below1.5 hereof.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securitiesa Form S-1 registration, the Company will: (i) promptly given deliver written notice of the proposed registration registration, qualification, or compliance to all other Holders; and (ii) as soon as practicable, but in no event less than ninety (90) days after the request, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 51.3: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service earlier of: (i) three (3) years following the date of process in effecting such registrationthis Agreement, qualification or compliance, unless and (ii) six (6) months following the Company is already subject to service in such jurisdiction and except as may be required by effective date of the Securities ActIPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Company (other than a registration of securities in a Rule 145 transaction or withdrawn at with respect to an employee benefit plan); provided that the request Company is actively employing in good faith all reasonable efforts to cause such Company-initiated registration statement to become effective and that the Company’s estimate of the majority date of filing such registration statement is made in good faith in a certificate signed by the President of the Initiating Holders, and the sales of such Registrable Securities have closedCompany; or (CD) Within one hundred eighty If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register, qualify or comply under this Section 1.3 shall be deferred for a period not to exceed sixty (18060) days from the delivery of the effective date written request from the Initiating Holders; (E) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of any other registration statement on Form S-1the Company, which consent will not be unreasonably withheld). Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that practicable but 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 on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more no event less than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b) below1.3(c), include other securities of the Company with respect to which are held by officers or directors registration rights have been granted, and may include securities being sold for the account of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If At any time after the Company has effected a public offering of its securities under the Securities Act, if the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and laws, appropriate compliance with applicable regulations issued under the Securities ActAct and listing on appropriate exchanges) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen (15) thirty days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 58.5: (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, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;Act or applicable rules or regulations thereunder; or (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a8.5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (CB), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b8.5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but except as provided in the last sentence of Section 8.5(b) below the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowregistration.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable SecuritiesSecurities with an anticipated aggregate offering price before deduction of standard underwriting discounts and commissions, in excess of Five Million Dollars ($5,000,000), the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registration after January 1registrations, 2000 qualifications and compliances (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided provided, that the Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 5subsection 1.2: (A) In at any time prior to six (6) months following the Merger Closing Date; (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (BC) After after the Company has effected two (2) such registrations pursuant to this Section 5(asubsection 1.2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicablepractical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before at the time date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) days after receipt day period within which to file such registration statement; provided, that the Company may not use this right more than once in any twelve (12) month period. The Company shall use its best efforts to cause such registration statement to remain effective for at least one hundred twenty (120) days, or until the distribution described in the registration statement has been completed, whichever occurs first. In the event the Company does not perform its obligations set forth in the preceding sentence, then such registration shall not be deemed effected for the purposes of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided limitations set forth in Section 5(b) below1.2(a)(ii)(C).

Request for Registration. If the Company shall receive from ------------------------ the Initiating Holders a written request with respect to the Registrable Securities held by such Initiating Holders that the Company effect any registration with respect to the Registrable Securitiesregistration, qualification or compliance, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicablepracticable thereafter, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen thirty (1530) days after the deemed receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of (A) six (6) months following the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "IPO") or (B) three (3) years following the closing of the sale and issuance of the Series B-1 Preferred Stock pursuant to the Series B-1 Purchase Agreement; (3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the later of (A) six months from the date sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period or (B) the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and subparagraph 1.5(a), such registrations have having been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to such Registrable Securities have closedregistrations having been sold; or (C5) Within If the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the board of directors of the Company (the "Board of Directors") it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one-hundred and twenty (120) days from the date of receipt of written request from the Initiating Holders; 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 one hundred eighty twenty (180120) days 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 effective date of Act, a registration on any other form that does not include substantially the same information as would be required to be included in a registration statement on Form S-1covering 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). Subject to the foregoing clauses (A), 1) through (B) and (C5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or part of the Registrable SecuritiesSecurities (such request shall state the number of shares of Registrable Securities to be disposed of) with an expected aggregate offering price to the public of at least $50,000,000, the Company will: : (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and , (ii2) as soon as practicable, file and use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or and other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the CompanyCompany is mailed or delivered; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior to the earlier of (x) one hundred eight (180) days after the effective date of the Company’s first registered public offering of its securities or (y) three years after the date of the sale of Series D-1 Preferred Stock under the Second Series D-1 Purchase Agreement; (iii) During the period starting with the Company’s delivery of notice to the holders of the Registrable Securities within thirty (30) days of any registration request of its intent to file a registration statement for such initial public offering within ninety (90) days, prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company subject to Section 2.3 below (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such 2.2(a), which registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or; (Cv) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders for such a registration statement to be filed on in the near future, then the Company’s obligation to use its best efforts to register, qualify or before comply under this Section 2.2 shall be deferred for a period not to exceed one hundred twenty (120) days from the time filing would be required and it is therefore essential to defer date of receipt of written request from the filing of such registration statementInitiating Holders; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve twelve-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to shares of Registrable Securities with an expected aggregate offering price to the Registrable Securitiespublic of at least $25,000,000, the Company will: will (i1) promptly given within ten days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicable, use its diligent commercially reasonable best efforts to effect as soon as practicable (but in any event within 120 days after receipt of the request of the Initiating Holders) such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior to the earlier of three (3) years following the date of this Agreement or six months after the effective date of the Company’s first registered public offering of its securities; (iii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and the Company delivers notice of such intent to the Initiating Holders within 15 days of the registration request; (iv) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such 2.2(a), which registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to such Registrable Securities registrations have closedbeen sold; or (Cv) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on in the near future, then the Company’s obligation to use its best efforts to register, qualify or before comply under this Section 2.2 shall be deferred for a period not to exceed 90 days from the time filing would be required and it is therefore essential to defer date of receipt of written request from the filing of such registration statementInitiating Holders; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve twelve-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders at any time or times not earlier than the earlier of (i) January 1, 1998 or (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect any a registration with respect to all or a part of the Registrable SecuritiesSecurities having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, that exceeds $12,000,000, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided that the Company is effective. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 51.2: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a1.2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within During the period starting with the date of filing of and ending on a date one hundred eighty (180) days of after the effective date of any other a registration statement on Form S-1. Subject pursuant to the foregoing clauses (A), (B) and (C), Section 1.3 hereof; provided that the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that is actively employing in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental all reasonable efforts to the Company and its shareholders for cause such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing become effective; or (but not more than once during any twelve month periodD) for a period of not more than ninety (90) days after receipt of the request of If the Initiating Holders. The registration statement filed Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to the a request of the Initiating Holders, may, subject to the provisions of made under Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below1.5 hereof.

Request for Registration. If In case the Company shall receive from ------------------------ Preferred Initiating Holders Holders, GE Capital or Shamrock (each herein “Initiating Holders”) a written request that the Company effect any registration registration, qualification or compliance with respect to (1) in the case of a request from Preferred Initiating Holders, not less than 33% of the aggregate Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of the Registrable Securities, Securities proposed to be issued (before deduction of underwriting discounts and expenses of sale) would exceed $10,000,000) or (2) in the case of a request from GE Capital or Shamrock not less than 10% of the aggregate Series E Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of the Registrable Securities proposed to be issued (before deduction of underwriting discounts and expenses of sale) would exceed $5,000,000) the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all Holders and other Holdersholders of registration rights; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Holders, or other securities of any holder or holders entitled to registration rights, as are specified in a written request delivered to received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:2.1(a): (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Prior to the earlier of (i) August 14, 2002 and (ii) six months after the closing of the Company’s initial firm commitment public offering; (C) If the Company, within fifteen (15) days of a request from Initiating Holders, gives notice of its intention to file a registration statement with the Commission within sixty (60) days of the date of such notice, during the period commencing on the date such notice is given and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this paragraph (C), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (C) at any time prior to six (6) months following termination of such Deferral Period; (D) With respect to requests from Preferred Initiating Holders, after the Company has effected at the request of Preferred Initiating Holders three (3) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (E) With respect to requests from Shamrock, the Company has effected at the request of Shamrock two (2) such registrations pursuant to this Section 5(a) 2.1(a), and such registrations have been declared or ordered effective; (F) With respect to requests from GE Capital, or withdrawn the Company has effected at the request of GE Capital one (1) registration pursuant to this Section 2.1(a) and such registration has been declared or ordered effective; or, (G) If the majority Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Initiating HoldersCompany stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, and in which case the sales of such Registrable Securities have closed; or Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 may be deferred, but not more than twice in any twelve-month period, for a period not to exceed sixty (C) Within one hundred eighty (18060) days of the effective date of any other registration statement on Form S-1per deferral. Subject to the foregoing clauses paragraphs (A), ) through (B) and (CG), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed for registration by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(D), (E) and (F) (as applicable), (1) if the registration statement filed does not remain effective until such time as all of the Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration unless such Registrable Securities are not disposed of by reason of some act or omission by the Holders of Registrable Securities covered by such Registration Statement, (2) if, after it has become effective, but before all of the Registrable Securities included in such registration have been sold, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities that were to have been registered for any reason not attributable to the actions or omissions of the holders of such Registrable Securities or (3) if the conditions to closing specified in a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of Registrable Securities covered by such registration statement. A registration requested pursuant to the request this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(E) and (F) (as applicable) if more than fifty percent (50%) of the Initiating HoldersRegistrable Securities initially requested by Shamrock or GE Capital, mayas the case may be, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities for inclusion in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in statement are excluded by the managing underwriter pursuant to Section 5(b2.1(b) belowhereof.

Request for Registration. If In case the Company shall receive receives from ------------------------ Initiating either (a) the Purchaser or any of its Affiliates or (b) in the case of Registrable Securities Holders that are not the Purchaser or any of its Affiliates, Registrable Securities Holders who, in the aggregate, hold not less than 10% of the Registrable Securities then outstanding, a written request (a “Demand Request”) that the Company effect any registration registration, qualification or compliance with respect to all or part of such Registrable Securities Holders’ Registrable Securities (such Registrable Securities Holders, the Registrable Securities“Initiating Holders”), the reasonably anticipated aggregate offering price, before underwriting discounts and commissions, of which would exceed $50,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Registrable Securities Holders; and (ii) as soon as practicable, use its diligent commercially reasonable best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, including appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Demand Request, together with all or such portion of the Registrable Securities of any Registrable Securities Holder or Registrable Securities Holders joining in such request the Demand Request as are specified in a written request delivered to received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided provided, however, that the Company shall will not be required to effect more than four (4) registrations pursuant to this Section 9.1 in any twelve (12) month period; provided, further, however, that any Synthetic Sales pursuant to Section 10 will not be taken into account for purposes of the foregoing limit. Notwithstanding the foregoing, the Company will not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5: (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, qualification or compliancecompliance pursuant to this Section 9.1 if, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected within two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request Business Days of the majority date of the Initiating HoldersDemand Request, and the sales of Company delivers to such Registrable Securities have closed; or (C) Within one hundred eighty (180) days Holder a certificate signed by the President and Chief Executive Officer of the effective Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its commercially reasonable best efforts to register, qualify or comply under this Section 9.1 will be deferred for a period not to exceed forty-five (45) consecutive days from the date of any other registration statement on Form S-1receipt of the Demand Request; provided, however, that the Company may not exercise this deferral right more than twice per twelve (12) month period. Subject to the foregoing clauses (A), (B) and (C)foregoing, the Company shall will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing within thirty (but not more than once during any twelve month period) for a period of not more than ninety (9030) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowDemand Request.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its diligent reasonable best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen ten (1510) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(a): (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has effected two three (23) such registrations pursuant to this Section 5(a2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or (CD) Within one hundred eighty During the period starting with the date sixty (18060) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of of, any other registration statement on Form S-1. Subject pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the foregoing clauses (ACompany’s first registered public offering of its stock), (B) and (C), provided that the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holdersbecome effective; provided, however, that if the Company shall furnish may only delay an offering pursuant to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month periodthis Section 2(a)(i)(2)(D) for a period of not more than ninety sixty (9060) days after receipt days, if a filing of any other registration statement is not made within that period and the request of the Initiating HoldersCompany may only exercise this right once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders, Warburg Pincus may, subject to the provisions of Section 5(b2(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners or members, but the Company registration shall have no right provide for the resale by such partners or members, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to include any transferee of its securities in any such registration except as provided in Section 5(b) belowRegistrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to (1) at least twenty five percent (25%) of the issued and outstanding Registrable SecuritiesSecurities or (2) not less than that number of shares of Registrable Securities which would result in an anticipated aggregate offering price, net of underwriting discounts and commissions, greater than five million dollars ($5,000,000), then, subject to the paragraph below, Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided that . Notwithstanding the above, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 53.5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 1, 1999 or (ii) six months after the effective date of the Company's first public offering; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 3.5(a), and such registrations have been declared or ordered effective, or withdrawn at ; (E) If the request Company shall furnish to such Holders a certificate signed by the President of the majority Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 3.5 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders, and ; provided that the sales of such Registrable Securities have closed; or Company may not exercise this deferral -------- ---- right more than once per twelve (C12) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have case no right to include any of its securities in any such registration except as provided in Section 5(b) belowlater than 120 days.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securitiesregistration, qualification, or compliance, the Company will: (i) promptly given deliver written notice of the proposed registration registration, qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1registration, 2000 qualification, or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestrequest (including, if applicable, a distribution of such Registrable Securities by way of dividend), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 51.2: (A) Prior to one hundred eighty (180) days following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.2, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further, that such offering is an offering subject to Section 1.4 below; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (CE) Within one hundred eighty If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its commercially reasonable efforts to register, qualify, or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (18090) days from the delivery of the effective date of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any other registration statement on Form S-1. twelve (12) month period. (F) Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Sections 1.2(c) and Section 5(b) below1.12 hereof, include other securities of the Company with respect to which are held by officers or directors registration rights have been granted, and may include securities being sold for the account of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If If, at any time following six months after the Company’s IPO, the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the their outstanding Registrable SecuritiesSecurities for an anticipated aggregate offering price equal to or exceeding $10,000,000, the Company will: (i) promptly given give written notice within ten (10) business days of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state applicable securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen ten (1510) business days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.5: (A1) In any particular non-U.S. jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) In any jurisdiction other than (A) the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities, or (B) if the Initiating Holders are precluded from exercising their rights under Section 2.5 by reason of Section 2.5(a)(ii)(6), the United States; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (ii) such registration is subject to the piggyback registration rights of the Holders under Section 2.6.; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 2.5(a), and such registrations have been declared or ordered effectiveeffective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for thirty (30) calendar days, or withdrawn at until all Registrable Securities covered thereby have been sold, whichever earlier); (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 2.7 hereof; (6) In the event the Initiating Holders have requested a registration to be effected in a jurisdiction other than the United States, to the extent the Board of Directors determines in good faith in its sole discretion that such registration would impose materially more burdensome or costly obligations on the part of the Company as compared to those to which the Company would be subject if the request was for a registration to be effected in the United States; or (7) If (i) the Initiating Holders have indicated in the request for registration that they intend that the Registrable Securities covered by such request be distributed by means of an underwriting and (ii) the Company and the Initiating Holders are unable to obtain the commitment of an underwriter selected by the Company (subject to the reasonable approval of a majority in interest of the Initiating Holders, and ) to underwrite the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowoffering.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders the Investor a written request (a “Registration Notice”) that the Company effect any registration registration, qualification or compliance with respect to Registrable Securities offered to the Registrable Securitiespublic having an aggregate offering price of not less than $1,000,000 (as determined in good faith in consultation with a one or more proposed underwriter(s) for an offering), the Company will: (i) promptly given written notice thereupon will use commercially reasonable efforts to effect the registration of the proposed registration Registrable Securities which the Company has been so requested to all other Holders; and (ii) register as soon as practicable, use its diligent best efforts to effect such registration practicable after January 1, 2000 the receipt of the Registration Notice (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky Blue Sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. Notwithstanding the foregoing, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effecteffect any registration, any such registration qualification or compliance pursuant to this Section 51.2: (Ai) In prior to one hundred twenty (120) days following the date hereof; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Biii) After during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold for the account of the Company (other than with respect to a Special Registration Statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) after the Company has effected two (2) such registrations pursuant to this Section 5(a) 1.2, and such registrations have been declared or ordered effective, or withdrawn at ; (v) during the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed120-day period following a registration effected pursuant to this Section 1.2; or (Cvi) Within if the Company shall furnish to the Investor pursuant to this Section 1.2 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 (the “Board”) it would be seriously detrimental to the Company or its stockholders for a registration statement to then be filed, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days from the date of receipt by the Company of the effective date Registration Notice regarding which the Company has furnished such certificate from the Chief Executive Officer of the Company; provided, however, that the Company shall not utilize this right more than once in any other registration statement on Form S-112-month period. Subject to the foregoing clauses (A), i) through (B) and (Cv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered pursuant to this Section 1.2 as soon as practicablepracticable (and in any event within sixty (60) days of receipt of the Registration Notice), after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowInvestor.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration Registration with respect to all or a part of the Registrable SecuritiesSecurities from an Initiating Holder, at any time on or after the first anniversary of the date hereof, the Company will: (i1) promptly given give written notice of the proposed registration Registration to all other Holders; and (ii2) as soon as practicable, use its diligent reasonable best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) Registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen ten (1510) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5: (A) In any such Registration pursuant to this Section 2(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, qualification or complianceRegistration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After any such Registration pursuant to this Section 2(a), if the Company has effected two (2) such registrations Registrations pursuant to this Section 5(a2(a) and such registrations Registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or; (C) Within one hundred eighty any such Registration pursuant to this Section 2(a) if the Registrable Securities requested by all Holders to be registered pursuant to any such request have an anticipated aggregate public offering price (180before deduction of any Selling Expenses) of less than $5,000,000; (D) any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of of, any other registration statement on Form S-1. Subject pertaining to Securities of the foregoing clauses Company (Aother than a registration of Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), (B) and (C), provided that the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holdersbecome effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period; or (E) any such Registration pursuant to this Section 2(a) if the Company shall furnish to such the Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before in the time filing would near future, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2 shall be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) deferred for a period of not more than to exceed ninety (90) days after from the date of receipt of written request from the request of Holders; provided, however, that the Initiating HoldersCompany shall not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders, Holder(s) pursuant to Section 2(a)(i) may, subject to the provisions of Section 5(b2(a)(ii) below, include other securities Securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities Securities in any such registrationRegistration (“Other Stockholders”). In the event any Holder requests a Registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners or members, but the Company Registration shall have no right to include any of its securities in any provide for the resale by such registration except as provided in Section 5(b) belowpartners or members, if requested by such Holder.

Request for Registration. (a) If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion from either at least 50% of the Registrable Securities held by (i) the Management Stockholders or (ii) the Investor Stockholders that the Company file a registration statement under the Securities Act covering the registration of any Holder the requesting Management or Holders joining in such request Investor Stockholders' Registrable Securities, then the Company shall use commercially reasonable efforts to effect as are specified in a written request delivered soon as practicable the registration under the Securities Act of all of the Registrable Securities; provided, however, that the Registrable Securities requested to be registered must have an anticipated aggregate offering price of $25,000,000 (prior to the deduction of underwriting discounts and commissions). (b) The Company within fifteen (15) days after receipt of such written notice from is obligated to effect two registrations for the CompanyManagement Stockholders and four registrations for the Investor Stockholders pursuant to this Section 2; provided provided, however, that the Company shall not be obligated required to effect, or to take effect more than [two] registrations in any action to effect, any such registration pursuant to this Section 5:12-month period. (Ac) In any particular jurisdiction in which Notwithstanding the Company would be required to execute a general consent to service of process in effecting such registrationforegoing, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish furnish, as applicable, to the Management Stockholders or the Investor Stockholders requesting a registration pursuant to Section 2 (a) within 30 days of receiving such Holders request a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period up to two periods of not more than ninety (90) 45 days each after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating HoldersManagement Stockholders or Investor Stockholders, mayas applicable; provided, subject to the provisions of Section 5(b) belowhowever, include other securities of that the Company which are held by officers or directors may not use this right more than once (for a total of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled up to include their securities 90 days) in any such registration12-month period; provided, but however, that the Company shall have no right promptly notify the Management Stockholders or Investor Stockholders, as applicable, requesting a registration pursuant to include this Section 2 of any of its securities in any decision by the Company to abandon or indefinitely delay such registration except as provided in Section 5(b) belowpublic offering.

Request for Registration. If the Company shall receive from ------------------------ any Initiating Holders Holder a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable SecuritiesSecurities (a "Demand"), the Company will: (i) promptly given give written notice ("Company Notice") of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registration after January 1registrations, 2000 qualifications and compliances (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under applicable "blue sky sky" or other state securities laws and appropriate compliance with applicable exemptive regulations issued promulgated under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the public sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such requestDemand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Demand as are specified in a written request delivered to the Company given within fifteen (15) 20 days after receipt of such written notice from the CompanyCompany Notice; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.2: (A) In at any time prior to (i) the effective date of the registration statement in respect of the first underwritten registered public offering by the Company next following the date of this Agreement or (ii) one year after the date of this Agreement, whichever first occurs; (B) during the period commencing on the 10th day next preceding the effective date of a registration statement filed with SEC pursuant to this Section 1.2 and ending on the 180th day next following such effective date; (C) during the period commencing on the 60th day next preceding the Company's good faith estimate of the date of filing of, and ending on the 60th day next following the effective date of, a Company registration pursuant to Section 1.3 hereof, provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) in any particular jurisdiction in which the Company would be required to execute a qualify to do business or become subject to taxation or general consent to service of process in effecting such registration, qualification or complianceprocess, unless the Company already is already so subject to service in such jurisdiction and except as may be required by the Securities Act;jurisdiction; or (BE) After after the Company has effected two four (24) such registrations pursuant to this Section 5(a1.2(a) and such registrations have been declared or ordered effective, or withdrawn at effective by the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1SEC. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in no event later than 60 days after receipt of the request or requests request(s) of the Initiating HoldersHolder(s) therefor; provided, however, that if the Company shall furnish to such Holders holders a certificate signed by the its Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on at or before about the time filing would be required date requested by the Initiating Holders and it is therefore essential necessary or commercially desirable to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a an additional period of not more than ninety (90) 120 days after receipt the expiration of the request of the Initiating Holders. The initial 60-day period within which to file such registration statement filed pursuant to the request of the Initiating Holdersstatement; provided, mayhowever, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but that the Company shall have no not be entitled to utilize this right to include any of its securities more than once in any such registration except as provided in Section 5(b) below12-month period.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to at least fifty percent (50%) of the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, prepare and file with the Commission a registration statement with respect to such security and use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 55.1: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Following notice to the Holders by the Company, during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (C) After the Company has effected two (2) one such registrations registration pursuant to this Section 5(a) subparagraph 5.1(a), and such registrations have been declared or ordered effective, or withdrawn at ; (D) If the request Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the majority Company stating that in the good faith judgment of the managing underwriter it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, and provided that the sales of such Registrable Securities have closedCompany may not exercise this deferral right more than once per twelve (12) month period; or (CE) Within one hundred eighty (180) days If such registration, qualification or compliance is not proposed to be part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the effective date of any other registration statement on Form S-1Company. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to all or a part of the Registrable Securities, and if the aggregate offering price of the Registrable Securities proposed to be registered equals or exceeds $8,000,000, the Company will: (i) promptly given (in no case longer than ten (10) days after the request) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) use its best efforts to effect such registration, qualification or compliance as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining request in such request as are specified in a written request delivered to writing received by the Company within fifteen twenty (1520) days after receipt mailing of such written notice from the CompanyCompany in accordance with Section 7.5; provided provided, however that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 53.4: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (i) December 31, 2013 or (ii) one hundred eighty (180) days after the effective date of the Company’s Qualified IPO; (C) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 3.4 and such registrations have registration has been declared or ordered effective, or withdrawn at ; (D) If the request of the majority of Company is eligible to use a Form S-3 and the Initiating Holders, and the sales Holders may dispose of such shares of Registrable Securities have closedpursuant to a request under Section 3.6 below; or (CE) Within one hundred eighty days (180) days of after the effective date of any other registration statement on Form S-1pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested pursuant to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holdersthis Section 3.4(a); provided, however, that if the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of at such registration statementtime, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities Holders (provided that such right shall not be used more than once in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(btwelve (12) belowmonth period).

Request for Registration. If In case the Company shall ------------------------ receive from ------------------------ Initiating Holders a written request (the "Request") that the Company effect any registration with respect to not less than 25% of the Registrable SecuritiesSecurities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate offering price, net of underwriters' discounts and commissions, would exceed $3,000,000, the Company will:wil l (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its diligent best reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request delivered to notice received by the Company within fifteen twenty (1520) days after such Holder's receipt of such written notice from provided by the CompanyCompany pursuant to Section 4.1(b)(i)(1); provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5:4.1(b): (A) 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, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; B. Prior to 270 days following the effective date of the Initial Public Offering; C. During the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the holder or convertible within twelve (B12) months from the date of issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; D. After the Company has effected two one (21) such registrations registration pursuant to this Section 5(a4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and such registrations have been declared or ordered effectiveif less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or withdrawn at shall have been, included in such underwriting and in any underwriting described in Section 4.1(c)(ii) which has been consummated prior to the request of the majority of the Initiating Holders, and the sales date of such Registrable Securities have closedunderwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if E. If the Company shall furnish to such Initiating Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before at the time date filing would be required and it is therefore essential required, in which case the Company's obligation to defer use its reasonable efforts to register under this Section 4.1(b) shall be deferred for a period not to exceed 120 days from the filing date of such registration statementreceipt of the Request, provided that the Company shall have the may not exercise this deferral right to defer such filing (but not more than once during any twelve (12) month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (ia) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(A)(1)(a) above (or 6 business days in the case of the Secondary Public Offering); provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After the Company has effected two (2) such registrations pursuant to this Section 5(a2(A) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or; (Ciii) Within If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); (iv) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days of immediately following the effective date of of, any other registration statement on Form S-1. Subject filed pursuant to Section 2(B) pertaining to securities of the foregoing clauses Company (Aother than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), (B) and (C), provided that during the 60-day period prior to such filing the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holdersbecome effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to such Holders Warburg Pincus a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before in the time filing would near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be required and it is therefore essential deferred for a period not to defer exceed one hundred eighty (180) days from the filing date of such registration statementreceipt of written request from Warburg Pincus; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve month (12)-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Warburg Pincus may, subject to the provisions of Section 5(b2(A)(2) below, include (i) other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of Registrable Securities to its partners, but the Company registration shall have no right provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to include any transferee of its securities in any such registration except as provided in Section 5(b) belowRegistrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to shares of Registrable Securities with an expected aggregate offering price to the Registrable Securitiespublic of at least $25,000,000, the Company will: will (i1) promptly given within ten days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicablepracticable (but within 90 days after receipt of the request of the Initiating Holders), use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, including appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actjurisdiction; (Bii) Prior to the earlier of July 14, 2012 or six months after the effective date of the Company’s first registered public offering of its securities; (iii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date 120 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such 2.2(a), which registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or; (Cv) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and or its shareholders for such a registration statement to be filed on in the near future, then the Company’s obligation to use its best efforts to register, qualify or before the time filing would comply under this Section 2.2 shall be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) deferred for a period not to exceed 60 days from the date of not more than ninety (90) days after receipt of the written request of from the Initiating Holders. The registration statement filed pursuant to ; provided, however, that any such deferral periods under this Section 2.2(a)(v) shall not exceed, in the request of the Initiating Holdersaggregate, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities 60 days in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below12 month period.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to (1) at least fifty percent (50%) of the issued and outstanding Registrable SecuritiesSecurities or (2) not less than that number of shares of Registrable Securities which would result in an anticipated aggregate offering price, net of underwriting discounts and commissions, greater than five million dollars ($5,000,000), the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to September 26, 1999; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two one (21) such registrations registration pursuant to this Section 5(a) subparagraph 1.5(a), and such registrations have registration has been declared or ordered effective, or withdrawn at ; (E) If the request Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the majority Company stating that in the good faith judgment of the Initiating HoldersBoard of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, and then the sales of such Registrable Securities have closed; or (C) Within Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one hundred eighty (180) days of from the effective date of any other registration statement on Form S-1receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If at any time the Company shall receive from ------------------------ any Holder or group of Holders holding at least a majority in interest of the Registrable Securities (the “Initiating Holders Holders”) a written request that the Company effect any registration with respect to the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent reasonable best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen ten (1510) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 2; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 52: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date one hundred and eighty (180) days immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (C) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and 2; provided, however, if the number of shares to be offered by the Holders in any such registrations have been declared or ordered effective, or withdrawn at registration are reduced upon the request advice of the majority managing underwriter below half that proposed to be offered, such registration shall not counted for purposes of determining the Initiating Holders, and the sales number of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1registrations effected under this Section 2(a). Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If Any time following the Company’s IPO, if the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to on Form S-1 or any comparable or successor form under the Registrable SecuritiesSecurities Act, the Company will: (i) promptly given deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 51.3: (A) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; (C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedto submit to liabilities for state or local taxes; or (CD) Within If in the good faith judgment of the Board, such registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register under this Section 1.3 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days from the delivery of the effective date written request from the Initiating Holders and not more than once per twelve (12) month period; or (E) If the Initiating Holders propose to dispose of any other registration statement on Registrable Securities that may be registered in Form S-1S-3 pursuant to Section 1.4 hereof. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, provided that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would not be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not effect more than once two (2) registrations pursuant to this Section 1.3 during any twelve (12) month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Sections 1.3(c) and Section 5(b) below1.2 hereof, include other securities of the Company with respect to which are held by officers or directors registration rights have been granted, and may include securities being sold for the account of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly given within ten (10) days after its receipt thereof give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen (15) 20 days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 52: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Within six (6) months after the effective date of any such registration; or (C) After the Company has effected two (2) such registrations pursuant to this Section 5(asubsection 2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicablepractical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before at the time date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant day period within which to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any file such registration except as provided in Section 5(b) belowstatement.

Request for Registration. (a) If the Company shall receive receives from ------------------------ Initiating a Holder or Holders of not less than 50% of the then outstanding Registrable Securities a written request that the Company effect any a registration with respect to shares of Registrable Securities held by such Holder or Holders having an aggregate price to the public (net of underwriters’ discounts and commissions) of at least $500,000 or with respect to at least 300,000 shares of Registrable Securities, the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) , as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws as Holders may request and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder(s), of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 52: (Ai) In During the period starting with the date ninety (90) days prior to the Company’s estimated date of filing of, and ending on the date sixty (60) days immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to execute a general consent an employee benefit plan), provided, that the Company gives notice of its intention to service file such registration statement to the Holder or Holders within thirty (30) days of process in effecting its request for such registration; and provided, qualification or compliance, unless further that the Company is already subject actively employing in good faith all reasonable efforts to service in cause such jurisdiction registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company’s registration statement will include no equity securities or securities convertible into equity securities and except as may the requested registration will not be required by the Securities Act;part of an underwritten public offering; or (Bii) After the Company has effected two (2) such registrations pursuant to this Section 5(a2; provided that any registration request that (A) and is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedtwo (2) registration limit; or (Ciii) Within one hundred eighty (180) days If the Holder requesting registration is able to sell all of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so such Holder’s shares requested to be registered as soon as practicable, after receipt under Rule 144 of the request or requests of Securities and Exchange Commission adopted under the Initiating HoldersSecurities Act; provided, however, that if or (iv) If the Company shall furnish to such the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating initiating Holders. The ; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration statement filed pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the request election of the Initiating HoldersHolder, maythe Company shall, subject together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder and reasonably acceptable to the provisions Company. Notwithstanding any other provision of this Section 5(b) below2, include other securities if the managing underwriter advises the Company in writing that marketing factors require a limitation of the Company which are held by officers or directors number of the Company or which are held by persons whoshares to be underwritten, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but then the Company shall have so advise the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no right securities to include any be registered for sale by the Company shall be included unless all shares of its securities Registrable Securities requested by the Holder to be included in any such registration except as provided in Section 5(b) belowunderwriting are so included.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (ia) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(A)(1)(a) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After the Company has effected two (2) such registrations pursuant to this Section 5(a2(A) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or; (Ciii) Within If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); (iv) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days of immediately following the effective date of of, any other registration statement on Form S-1. Subject filed pursuant to Section 2(B) pertaining to securities of the foregoing clauses Company (Aother than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), (B) and (C), provided that during the 60-day period prior to such filing the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holdersbecome effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to such Holders Warburg Pincus a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before in the time filing would near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be required and it is therefore essential deferred for a period not to defer exceed one hundred eighty (180) days from the filing date of such registration statementreceipt of written request from Warburg Pincus; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve month (12)-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Warburg Pincus may, subject to the provisions of Section 5(b2(A)(2) below, include (i) other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of Registrable Securities to its partners, but the Company registration shall have no right provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to include any transferee of its securities in any such registration except as provided in Section 5(b) belowRegistrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If Subject to the conditions of this Section 2(a), if the Company shall receive from ------------------------ the Initiating Holders Holder, at any time on or after the second anniversary of the date hereof, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen ten (1510) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(a): (A) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has effected two one (21) such registrations registration pursuant to this Section 5(a2(a) and such registrations have registration has been declared or ordered effective; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000; (D) if within thirty (30) days of receipt of a written request from the Initiating Holder pursuant to Section 2(a), or withdrawn at the request Company gives notice to the Holders of the majority Company's intention to file a registration statement for a public offering within sixty (60) days, other than pursuant to (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities (each a "Special Registration Statement"); (E) if the Initiating Holders, and the sales Holders propose to dispose of such shares of Registrable Securities have closedthat may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(c) below; or (CF) Within one hundred eighty If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (180a "Requested Registration") should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Requested Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Request Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holders shall have the rights set forth in this Section 2(a) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 2(a), within ninety (90) days after the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), Registration Statement of the Company shall file a registration statement covering if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include at least two-thirds of the Registrable Securities so they requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that include 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 pursuant to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersSection 2(b). The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b2(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration ("Other Stockholders"). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, but the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company shall have no right written notice of the name and address of such transferee or assignee and the securities with respect to include any of its securities in any which such registration except as provided rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in Section 5(b) belowthis Agreement.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to a public offering of at least 50% of the Registrable Securities, the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $20,000,000, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect as soon as practicable such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 15 days after receipt of such the written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 51.5: (A1) In Prior to six months following the closing of the Company’s Initial Public Offering; (2) During the period starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on the date three months immediately following the effective date of, any particular jurisdiction registration statement (other than a registration of Securities in which a Rule 145 transaction or with respect to an employee benefit plan) pertaining to Securities of the Company would be required (subject to execute a general consent to service of process in effecting such registrationSection 1.6(a) hereof), qualification or compliance, unless provided that the Company is already subject actively employing in good faith all reasonable efforts to service cause such registration statement to be filed and become effective and that the Company provides the Initiating Holders written notice of its intent to file such registration statement within 30 days of receiving the request for registration from the Initiating Holders and provided further, however, that the Company may not utilize this right more than once in such jurisdiction and except as may be required by the Securities Act;any 12-month period. (B3) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed1.5; or (C4) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate certificate, signed by the President of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before in the time filing would near future, in which case the Company’s obligation to use its best efforts to register under this Section 1.5 shall be required and it is therefore essential deferred for a period not to defer exceed 90 days from the filing date of such registration statementreceipt of written request from the Initiating Holders; provided, however, that the Company shall have the may not utilize this right to defer such filing (but not more than once during in any twelve 12-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the shares of Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request delivered notice to such effect to the Company within fifteen twenty (1520) days after receipt the date of such written notice from the Company; provided that . Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 55.1: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service earlier of process in effecting such registration(i) 180 days after the effective date of the Company's first registered public offering of its Common Stock or (ii) December 31, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act2004; (B) Unless the requested registration would include at least 20% of the Registrable Securities or any lesser percentage so long as the aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, would exceed $30,000,000; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two (2) such registrations one registration pursuant to this Section 5(a) subparagraph 5.1(a), and such registrations have registration has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (CE) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on in the near future. In such case, the Company's obligation to use its best efforts to register, qualify or before comply under this Section 5.1(a) shall be deferred for a period not to exceed 180 days from the time filing would be required and it is therefore essential date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to defer the filing of such registration statementforegoing clauses (A) through (E), the Company shall have file a registration statement covering the right Registrable Securities so requested to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If at any time after the earlier of (i) three (3) years after the date of this Agreement, or (ii) one hundred eighty (180) days following the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from ------------------------ any Holder or group of Holders holding at least sixty-six and two-thirds percent (662/3%) in interest of the Registrable Securities (the "Initiating Holders Holders") a written request that the Company effect any registration with respect to the Registrable SecuritiesSecurities having an aggregate offering price of not less than $5,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent reasonable best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 5; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such ), which registrations have been declared or ordered effective, or withdrawn at and pursuant to which the request of the majority of the Initiating Holders, and the sales of such Registrable Securities securities offered have closed; orbeen sold; (C) Within During the one hundred eighty (180) day period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date immediately following the effective date of any other Company-initiated registration statement on Form S-1pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); or (D) If the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such request for registration of the Company's intent to file a registration statement for its initial public offering within ninety (90) days from the date of such registration request. Subject to the foregoing clauses (A), (B), (C) and (CD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided. If, however, that if the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that 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 stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, mayprovided, subject to the provisions of Section 5(b) belowhowever, include other securities of that the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities may not utilize this right more than once in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowtwelve-month period.

Request for Registration. If the Company shall receive from ------------------------ the Initiating Holders Holders, at any time after the one-year anniversary of the Effective Date, a written request that the Company effect any registration with respect to any of the then outstanding Registrable Securities which would result in an aggregate offering of at least $5,000,000 (or any lesser aggregate offering if such request for registration is with respect to all the Registrable SecuritiesSecurities of such Initiating Holder under this Agreement), the Company will: (ia) promptly given within 10 days of such request, give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, and in any event with 60 days of such request, file with the SEC and thereafter use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 53: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After after the Company has effected two three (23) such registrations pursuant to this Section 5(a) 3.1 and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities have closed; provided, however, that if the effectiveness of any such registration is not maintained for a period of at least ninety (90) days (or any lesser period of time in the event the distribution contemplated by the registration is fully completed), then such registration shall not be counted as a registration for the purposes of this clause (ii); (iii) during the period starting with the date fifty-five (55) calendar days prior to the Company's good faith estimate of the date of filing of, and ending on a date one-hundred-fifty (150) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company's account; provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to be effective; or (Civ) Within one hundred eighty during the period starting with the date six (1806) days months prior to the Company's good faith estimate of the effective date of, and ending on a date six (6) months after the effective date of, any registration statement pertaining to a public offering of securities for the account of any other stockholder requesting registration pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement; provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement on Form S-1to be effective and provided further that if the Company has begun to effect a registration pursuant to this Section 3 and receives a request for registration from a stockholder pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement, then the Company shall immediately inform the Holders and cease and have no further obligation to take any action to effect the registration begun pursuant to Section 3.1. Subject to the foregoing clauses (A), i) through (B) and (Civ), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company (a "President's 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 shareholders stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve twelve-month period) for a period that the Board of not Directors of the Company in its good faith judgment deems reasonably necessary but in no event shall such period be more than ninety one-hundred-eighty (90180) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b) 3.2 below, include other securities of the Company which that are held by officers or directors of the Company or which that are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If Subject to the conditions set forth in this Section 2.1, if the Company shall receive from ------------------------ Initiating Holders a written request (a “Demand Registration Request”) signed by such Initiating Holders that the Company effect any registration with respect to not less than a Minimum Amount of the Registrable SecuritiesSecurities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders, including the proposed managing underwriters, if any), the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) will as soon as practicablepracticable (but in any event within sixty (60) calendar days of the Demand Registration Request), file such registration and use its diligent reasonable best efforts to effect cause such registration after January 1, 2000 to become effective (including, without limitation, the execution of an undertaking to file post filing pre-effective and post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and/or Exchange Act and any other governmental regulations or requirements) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after Securities. Upon receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C)request, the Company shall file a registration statement covering promptly deliver notice of such request to all other Holders who each shall then have twenty (20) calendar days to notify the Registrable Securities so requested Company in writing of their desire to be registered as soon as practicable, after receipt of included in such registration. If the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statementcontemplates an underwritten public offering, the Company shall have state such in the written notice and, in such event, the right of any such other Holder to defer participate in such filing (but not more than once during any twelve month period) for a period registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of not more than ninety (90) days after receipt of such Holder’s Registrable Securities in the request of the Initiating Holders. The registration statement filed pursuant underwritten public offering to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as extent provided in Section 5(b) belowherein.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the shares of Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) Act and any other governmental requirements or regulations), as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company, as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request delivered notice to such effect to the Company within fifteen (15) 20 days after receipt the date of such written notice from the Company; provided that . Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 55.01: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service date six months after the effective date of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActCompany’s first registered public offering of its Common Shares; (B) Unless the aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, would exceed $___; (C) During the period starting with the date ninety (90) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided, further, that if the Company’s registration is for an offering that does not include any equity securities or securities convertible into equity securities, then the Company shall not be obligated to take any action to effect or complete any requested registration under this Section 5.01 during the period starting sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately after the effective date of such registration statement. (D) After the Company has effected two (2) such registrations one registration pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedsubparagraph 5.01(a); or (CE) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such a registration statement to be filed on in the near future, in which case, the Company’s obligation to use its best efforts to register, qualify or before comply under this Section 5.01(a) shall be deferred for a period not to exceed 180 days from the time filing would be required and it is therefore essential date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once in any twelve month period. Subject to defer the filing of such registration statementforegoing clauses (A) through (E), the Company shall have file a registration statement covering the right Registrable Securities so requested to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders at any time beginning on the earlier of (i) two (2) years from the date hereof or (ii) six (6) months after the closing of the Company’s initial public offering, a written request that the Company effect any file a registration statement (i) with respect to at least 30% of the Registrable SecuritiesSecurities or (ii) the expected proceeds of which exceed $7,500,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.2: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(al.2(a) (other than on a Form S-3) and such registrations have been declared or ordered effective; provided, or withdrawn at however, that a registration request shall not be counted under this Section 1.2 as fulfilling the Company’s obligation hereunder if the requesting Holders withdraw their registration request as the result of adverse information about the Company previously unknown to such requesting Holders; (C) If the Company shall furnish to such Holders a certificate signed by the President of the majority Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, and provided that the sales of such Registrable Securities have closedCompany may not use this right more than once in any twelve (12) month period; orand (CD) Within one hundred eighty ninety (18090) days of following the effective date of any other the Company’s firm commitment underwritten initial public offering of its securities pursuant to a registration statement on Form S-1. declared effective under the Securities Act (“IPO”) or a subsequent registered offering of the Company’s securities; Subject to the foregoing clauses (A), ) through (B) and (CD), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. (a) If the Company shall receive receives from ------------------------ Initiating a Holder or Holders a written request that the Company effect any a registration with respect to shares of Registrable Securities held by such Holder or Holders having an aggregate price to the Registrable Securitiespublic (net of underwriters' discounts and commissions) of at least $500,000 or with respect to at least 300,000 Purchased Shares, the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) , as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 52: (Ai) In During the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date sixty (60) days immediately following the effective date of, any particular jurisdiction in which registration statement pertaining to securities of the Company would be required (other than a registration of securities in a Rule 145 transaction or with respect to execute a general consent an employee benefit plan), provided, that the Company gives notice of its intention to service file such registration statement to the Purchaser within thirty (30) days of process in effecting such its request for registration; and provided, qualification or compliance, unless further that the Company is already subject actively employing in good faith all reasonable efforts to service in cause such jurisdiction registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and except as may the requested registration will not be required by the Securities Act;part of an underwritten public offering; or (Bii) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the 2; provided that any registration request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses that (A), ) is delayed by the Company pursuant to Section 2(b)(i) or (B) and (C), the Company shall file does not result in a registration statement covering being effected, will not count towards such three registration limit; (iii) If the Registrable Securities so Holder requesting registration is able to sell all of such holder's shares requested to be registered as soon as practicable, after receipt under Rule 144(k) of the request or requests of Securities and Exchange Commission adopted under the Initiating Holders; provided, however, that if Securities Act or (iv) If the Company shall furnish to such the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating initiating Holders. The ; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration statement filed pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the request election of the Initiating HoldersHolder, maythe Company shall, subject to together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the provisions Holder. Notwithstanding any other provision of this Section 5(b) below2, include other securities if the managing underwriter advises the Company in writing that marketing factors require a limitation of the Company which are held by officers or directors number of the Company or which are held by persons whoshares to be underwritten, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but then the Company shall have so advise the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no right securities to include any be registered for sale by the Company shall be included unless all shares of its securities Registrable Securities requested by the Holder to be included in any such registration except as provided in Section 5(b) belowunderwriting are so included.

Request for Registration. If the Company shall receive from ------------------------ an Initiating Holders Holder a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 11.2(a)(i) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 511.2: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 11.2 and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering If the Registrable Securities so requested by all Holders to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish pursuant to such Holders a certificate signed by the President request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Company stating that not less than $20,000,000. (D) If in the good faith judgment of the Board of Directors of the CompanyBoard, it such registration would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statementCompany, the Company shall have the right to defer such filing (delay registration for up to 90 days but not more than once during in any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b11.2(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. The registration rights set forth in this Section 11 shall be assignable, but the Company in whole or in part, to any transferee of Common Stock (who shall have no right to include any be bound by all obligations of its securities in any such registration except as provided in this Section 5(b) below11).

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securitiesregistration, qualification, or compliance, the Company will: (i) promptly given deliver written notice of the proposed registration registration, qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification, or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 51.3: (A) Prior to the earlier of: (i) three (3) years following the date of this Agreement, and (ii) six months following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (BE) After If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company has effected two (2) and the Board concludes, as a result, that it is essential to defer the filing of such registrations pursuant registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify, or comply under this Section 5(a1.3 shall be deferred for a period not to exceed ninety (90) and such registrations have been declared or ordered effective, or withdrawn at days from the request delivery of the majority of written request from the Initiating Holders; provided, and however, that the sales Company may not utilize this right more than twice in any twelve (12) month period; (F) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of such Registrable Securities have closedthe Company, which consent will not be unreasonably withheld); or (CG) Within one hundred eighty (180) days If the Initiating Holders propose to dispose of the effective date shares of any other registration statement Registrable Securities which may be immediately registered on Form S-1S-3 pursuant to a request made under Section 1.4 hereof. Subject to the foregoing clauses (A), ) through (B) and (CG), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(bSections 1.3(c) belowhereof, include other securities of the Company with respect to which are held by officers or directors registration rights have been granted, and may include securities being sold for the account of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If At any time after February 18, 2006 (such date being hereinafter referred to as the "Demand Date"), if the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, Securities the Company will: (ia) promptly given give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its diligent best all reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post- effective amendments, appropriate qualification under applicable the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 52: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After less than ninety (90) calendar days after the Company has effected two effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8; (2iii) such registrations if, while a registration request is pending pursuant to this Section 5(a2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) and three (3) days after the date upon which such registrations have material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided, however, that the Company shall not utilize the right under this Section 2.1(a)(iii) more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (Ai), (Bii), (iii) and (Civ), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If Any time following the Company’s IPO, if the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to on Form S-1 or any comparable or successor form under the Registrable SecuritiesSecurities Act, the Company will: (i) promptly given deliver written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 51.3: (A) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective; (B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; (C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedto submit to liabilities for state or local taxes; or (CD) Within one hundred eighty (180) days If in the good faith judgment of the effective date Board, such registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of any other such registration statement on Form S-1. Subject at such time, and the Company thereafter delivers to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before in the time filing would be required and it is therefore essential to defer the filing of such registration statementnear future, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with then the Company, are entitled ’s obligation to include their securities in any such registration, but the Company shall have no right use best efforts to include any of its securities in any such registration except as provided in Section 5(b) below.register under this

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to at least Fifty-One Percent (51%) of the Registrable Securities, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicablewill file a registration statement with the Commission not later than 90 days following such request and, use its diligent reasonable best efforts to promptly effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided PROVIDED, HOWEVER, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5SECTION 5.1: (Aa) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bb) Prior to nine months from the date hereof; (c) After the Company has effected two (2) one such registrations registration pursuant to this Section 5(a) SUBPARAGRAPH 5.1, and such registrations have registration has been declared or ordered effective, effective and has remained effective until the earlier to occur of ninety (90) days or withdrawn at the request sale of all of the majority securities offered pursuant to such registration; (d) If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, and provided that the sales of such Registrable Securities have closed; or Company may not exercise this deferral right more than once per twelve (C12) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1month period. Subject to the foregoing clauses (A), (B) and (C)clauses, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.;

Request for Registration. If (a) If, at any time after the first anniversary of the date of this Agreement, the Company shall receive from ------------------------ Initiating Holders a written request (specifying that it is being made pursuant to this Section 2) from the Holders that the Company effect any file a registration with respect to statement or similar document under the Act covering Registrable SecuritiesSecurities held by such Holders (a "Registration Statement"), then the Company will: (i) shall promptly given written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to file a Registration Statement and to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking all Registrable Securities that Holders have requested be so registered to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued be registered under the Securities Act) as may . The Company shall be so requested obligated to effect only two registrations pursuant to this Agreement, and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effecteffect a registration to the extent that the Holders may sell all their Registrable Securities without being subject to a holding period or volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (b) Notwithstanding the foregoing, or in the event that prior to take any action the first anniversary of the date hereof TCI is required to effectdispose of Registrable Securities in order to decrease the ownership interests attributed to TCI and its affiliates so that TCI and its affiliates would not be deemed to have an "attributable interest" in the Company under the horizontal attribution rules of the Federal Communications Commission, any TCI may request the Company to file a Registration Statement prior to the first anniversary of the date of this Agreement without such registration counting towards the two demand registrations permitted pursuant to this Section 5: (A2(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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holdersabove, and the sales Company shall promptly use its best efforts to do so and to effect the registration of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of under the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating HoldersAct; provided, however, that if to the extent any such request pursuant to this Section 2(b) is delivered to the Company within 45 days prior to the first anniversary of this Agreement, such request shall be deemed to count as one of the two demand registrations granted pursuant to Section 2(a). (c) The Company shall cause Registration Statements filed in connection with a demand under Sections 2(a) or (b) to be effective continuously for one hundred twenty (120) days from the date of initial effectiveness of the Registration Statement (provided that such period shall be extended by the length of time during which TCI is blocked from selling the Registrable Securities pursuant to Sections 2(d) and 8 of this Agreement), or until the earliest date upon which all Registrable Securities held by Holders either (i) have been sold by them or (ii) may be sold by them without being subject to a holding period or volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (d) Notwithstanding the foregoing, the Company may request the Holders not to (and upon such request the Holders hereby agree not to) make any sales pursuant to an effective Registration Statement for up to two periods of thirty (30) days, as the Company shall specify, provided that the Company shall furnish to each such Holders Holder a certificate signed by the President, the Chief Executive Officer or a Vice President of the Company stating that 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 on or before the time filing and offering would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.materially interfere

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any a registration with respect to the Registrable Securities, the Company will: (i) promptly given within ten (10) days give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, subject to the limitations set below, use its diligent best efforts to effect all such registration after January 1, 2000 registrations (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 5:subsection 1.2(a): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After after the Company has effected two one (21) such registrations pursuant to this Section 5(asubsection 1.2(a) and such registrations have been declared or ordered effective, or withdrawn at ; (C) during the request period starting within the date sixty (60) days prior to the Company's good faith estimate of the majority date of the Initiating Holdersfiling of, and ending on a date ninety (90) days after the sales of effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such Registrable Securities have closedregistration statement to become effective; or (CD) Within one hundred eighty (180) days if the Initiating Holders propose to dispose of the effective date shares of any other registration statement Registrable Securities which may be immediately registered on Form S-1S-3 pursuant to a request made under Section 1.4 hereof. Subject to the foregoing clauses (A), ) through (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicablepractical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors of the CompanyDirectors"), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed on or before the time date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety one hundred twenty (90120) days after receipt the furnishing of such a certificate of deferral; and provided, further, however, that the request Board of the Initiating Holders. The registration statement filed pursuant Directors shall not exercise such right to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities defer a filing more than once in any such registration, but the Company shall have no right to include any period of its securities in any such registration except as provided in Section 5(btwelve (12) belowconsecutive months.

Request for Registration. If at any time after the date that is one hundred eighty (180) days after the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from ------------------------ Initiating Holders Abbott a written request that the Company effect any registration registration, qualification or compliance with respect to the shares of Registrable Securities, the Company will: will (i) promptly given within thirty (30) days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and Holders and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:3.1(a): (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After if Abbott, together with the holders of any other securities of the Company has effected two entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (2) such registrations pursuant to this Section 5(aif any) and such registrations have been declared or ordered effective, or withdrawn at the request aggregate proceeds of which (after deduction for underwriting discounts and commissions related to the majority issuance) are less than $5,000,000; (iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of the Initiating Holdersfiling of, and ending on the sales of such Registrable Securities have closed; or (C) Within date one hundred eighty (180) days of immediately following the effective date of of, any other registration statement on Form S-1. Subject pertaining to securities of the foregoing clauses Company (other than with respect to (A)) a registration of securities in a Rule 145 transaction, (B) and an employee benefit plan or (C) the Company’s first registered public offering of its stock), ; provided that the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, become effective; (iv) after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish has initiated two (2) registrations pursuant to such Holders this Section 3.1(a) which are each registrations requested by Abbott; or (v) the Company furnishes to Abbott a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders for such a registration statement (A) to be filed on or before the time date such filing would otherwise be required and it is therefore essential hereunder, (B) to defer the filing of become effective, or (C) to remain effective as long as such registration statementstatement 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 of the Commission, the Company shall have the right to defer such filing (right, but not more than once during in any twelve 12-month period, to defer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed one hundred twenty (120) for days); provided, however, that if the effectiveness of a registration statement is suspended pursuant to this provision, the period of not more than ninety (90) days after receipt such suspension shall be added to the end of the request of the Initiating Holders. The period that such registration statement filed pursuant would otherwise be required to be effective hereunder so that the request aggregate number of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any days that such registration except as provided in Section 5(b) belowstatement is required to remain effective hereunder shall remain unchanged.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders on an aggregated basis, a written request that the Company effect any registration registration, qualification or compliance with respect to Registrable Securities and the Registrable Securitiesanticipated aggregate offering price, net of underwriting discounts and commissions would exceed $7,500,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders, if any; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to 3 months after the effective date of the Company's first registered public offering of its stock or the third anniversary of the date of the initial purchase of Series A Shares by the Investor, whichever is earlier; (3) During the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date 6 months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 2.5(a), and such registrations have been declared or ordered effective, effective (provided however that for any registration for which the holders of 50% or withdrawn at the request more of the majority Series A Shares have affirmatively refused to initiate as Initiating Holders, such registration shall not be counted against such two demand registrations with respect to the holders of the Series A Shares); or (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its members for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.5 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from the Initiating Holders, and provided that the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (A), 1) through (B) and (C5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders the Majority Holders, after the Expiration Date and at such time as no Registration Statement covering the Registrable Securities shall have been filed with the Commission or shall remain in effect, a written request (the "Demand") that the Company effect any a registration under the Securities Act of Registrable Securities then outstanding, with respect a market value of at least $500,000 (based on the Sale Price of the Common Stock for the ten trading days prior to the Registrable Securitiesdate of the Demand), in accordance with this SECTION 2.2, the Company will: (i) promptly given promptly, and in no event more than twenty (20) days after receipt of such written request, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request each as are specified in a written request delivered (which request shall specify the number of Registrable Securities proposed to be included in such registration) received by the Company within fifteen (15) 15 days after receipt of such written notice from the Company; provided PROVIDED, HOWEVER, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5: (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, qualification or compliance, unless the Company is already subject compliance pursuant to service in such jurisdiction and except as may be required by the Securities Act;this SECTION 2.2: (BA) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority Holders pursuant to this SECTION 2.2(a) within any twelve (12) month period; (B) During any period in which any Company-initiated registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), pursuant to which Securities of the Initiating HoldersCompany are to be or were sold, has been filed and not withdrawn or has been declared effective within the sales prior 90 days, provided that the Company is actively employing its best efforts to cause such other registration statement to become effective (and provided, further, that the Company cannot pursuant to this Section 2.2(a)(ii)(B) delay implementation of such Registrable Securities have closeda demand for registration more than once in any twelve (12) month period); or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and or its shareholders stockholders for such registration statement a Registration Statement to be filed on effected at such time, then the Company's obligation to use its best efforts to register, qualify or before the time filing would comply under this SECTION 2.2 shall be required and it is therefore essential deferred once (with respect to defer the filing of such any demand for registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month periodhereunder) for a period of not more than to exceed ninety (90) days after from the date of receipt of written request from the request of Majority Holders, provided that the Initiating Holders. The registration statement filed Company cannot pursuant to the request this Section 2.2(a)(ii)(C) delay implementation of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities a demand for registration more than once in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(btwelve (12) belowmonth period.

Request for Registration. If In case the Company shall ------------------------ receive from ------------------------ Initiating Holders a written request (the "Request") that the Company effect any registration with respect to not less than 25% of the Registrable SecuritiesSecurities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate offering price, net of underwriters' discounts and commissions, would exceed $3,000,000, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its diligent best reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request delivered to notice received by the Company within fifteen twenty (1520) days after such Holder's receipt of such written notice from provided by the CompanyCompany pursuant to Section 4.1(b)(i)(1); provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5:4.1(b): (A) 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, qualification or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; B. Prior to 270 days following the effective date of the Initial Public Offering; C. During the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the holder or convertible within twelve (B12) months from the date of issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; D. After the Company has effected two one (21) such registrations registration pursuant to this Section 5(a4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and such registrations have been declared or ordered effectiveif less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or withdrawn at shall have been, included in such underwriting and in any underwriting described in Section 4.1(c)(ii) which has been consummated prior to the request of the majority of the Initiating Holders, and the sales date of such Registrable Securities have closedunderwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if E. If the Company shall furnish to such Initiating Holders a certificate signed by the President Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before at the time date filing would be required and it is therefore essential required, in which case the Company's obligation to defer use its reasonable efforts to register under this Section 4.1(b) shall be deferred for a period not to exceed 120 days from the filing date of such registration statementreceipt of the Request, provided that the Company shall have the may not exercise this deferral right to defer such filing (but not more than once during any twelve (12) month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If At the earlier of (i) the six month anniversary of the effective date of the Initial Public Offering, or (ii) the second anniversary of the date of this Agreement, the Initiating Holders may request registration in accordance with this Article 2. In the event the Company shall receive from ------------------------ the Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable Securities, the Company will: (ia) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance as soon as practicable (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 15 days after the receipt of such the written notice from the CompanyCompany described in Section 2.1(a); provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5Article 2: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After during the period starting with the date immediately preceding the Company’s anticipated date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to a firmly underwritten offering of securities of the Company for its own account (or such lesser period as the managing underwriters of such offering will allow); (iii) after the Company has effected two four (24) such requested registrations pursuant to this Section 5(aArticle 2 (not including registrations on Form S-3) and on behalf of the Initiating Holders, with such registrations have having been declared or ordered effective, and the Registrable Securities offered pursuant to each of such registrations having been sold, or withdrawn at if the request Company has effected any requested registration (other than a registration for the Company’s Initial Public Offering) pursuant to this Agreement during the previous six-month period (or such shorter period as the managing underwriter of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedCompany’s most recent public offering will allow); or (Civ) Within one hundred eighty if the Company then meets the eligibility requirements applicable to the use of Form S-3 in connection with such registration and is able to effect such requested registration pursuant to Article 4 hereof. (180c) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), i) through (B) and (Civ), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it the registration and distribution of the Registrable Securities covered or to be covered by such registration statement, or the disclosure required by such registration statement, would be seriously detrimental to materially interfere with any pending material financing, acquisition or corporate reorganization, or other material corporate development involving the Company and or its shareholders for such registration statement to be filed on subsidiaries, or before the time filing would be required require premature disclosure thereof, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) 90 days, but in no event for a period longer than 105 days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders; and provided, mayfurther, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but that the Company shall have no not be permitted to exercise such deferral right to include any of its securities under this Section 2.1(c) or Section 4.1(c) hereof more than once in any such registration except as provided in Section 5(b) below360-day period.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders Holders, at any time or times not earlier than three months and not later than nine months after the end of a fiscal year of the Company, a written request that the Company effect any registration with respect to all or a part of the Registrable Securitiesshares of the Common Stock issuable upon exchange of the Shares of any one or more of the Initiating Holders having a Market Value of not less than $2,000,000 on the business day preceding the date of such written request, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities shares of the Common Stock as are specified in such request, together with all or such portion of the Registrable Securities shares of common stock of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen twenty (1520) days after receipt mailing of such written notice from by the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 53: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;Act or applicable rules or regulations thereunder; or (B) After the Company has effected More than two (2) such registrations times pursuant to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedrequests hereunder in any consecutive 12 month period; or (C) Within one hundred eighty (180) 120 days of the effective date effectiveness of any other a registration statement on Form S-1filed by the Company pursuant to which the Holders were entitled to register all or part of the shares of the Common Stock issuable upon exchange of their Shares; or (D) If the Company informs the Initiating Holders that the Company intends to file a registration statement within 30 days of the written request from the Initiating Holders pursuant to which the Holders will have the right to register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (A), (B), (C) and (CD), the Company shall file a registration statement covering shares of the Registrable Securities Common Stock so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holder may, subject to the provisions of Section 5(b3(b) below, include other securities of the Company which are being sold by the Company or which are held by officers or directors of the Company (other than the Holders) or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Actgovernmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 59.1: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or other applicable securities laws; (B2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) subparagraph 9.1(a), and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C5) Within one hundred eighty (180) days If the Initiating Holders may dispose of the effective date shares of any other Registrable Securities pursuant to a registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed F-3 pursuant to the a request of the Initiating Holders, may, subject to the provisions of made under Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below9.3 hereof.

Request for Registration. If Subject to the Company provisions of Section 1.2(b) below, if at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Corporation, the Corporation shall receive from ------------------------ Initiating Holders a written request that the Company Corporation effect any registration with respect to any of their Registrable Securities in which the Registrable Securities, anticipated aggregate price to the Company public is at least $15,000,000 the Corporation will: (i) promptly given Within ten (10) days after the date such report is given, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to and in any event within sixty (60) days after the date such request is given by the Initiating Holders, effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company Corporation within fifteen twenty (1520) days after receipt of such written notice from the CompanyCorporation; provided provided, however, that the Company Corporation shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.2: (A) In Within ninety (90) days of the effective date of any particular jurisdiction registration statement pertaining to securities of the Corporation (other than a registration of securities in which a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company would be required Corporation is actively employing in good faith all reasonable efforts to execute a general consent cause such registration statement to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actbecome effective; (B) After the Company Corporation has effected two (2) such registrations pursuant to this Section 5(a) 1.2, and such registrations have been declared effective under the Securities Act; provided, however, that a registration pursuant to this Section 1.2 shall not be considered a registration for purposes of this Section 1.2, (i) unless and until such registration shall have become effective and (x) in the case of a registration on Form S-1 (or ordered effectiveany successor form), until 180 days after the effective date thereof, and (y) in the case of a registration on Form S-3, until all Registrable Securities included in such registration shall have been actually sold, (ii) if the Holders withdraw their request at any time because such Holders (A) reasonably believed that the registration statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in light of the circumstances under which they were made) not misleading, (B) notified the Corporation of such fact and requested that the Corporation correct such alleged misstatement or omission, and (C) the Corporation has refused to correct such alleged misstatement or omission, or withdrawn (iii) at the request least 50% of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedrequested to be registered by the Holders are not included in a registration pursuant to this Section 1.2; or (C) Within one hundred eighty If the Corporation shall furnish to such Initiating Holders a certificate, signed by the President and Chief Executive Officer of the Corporation, stating that in the good faith judgment of the Corporation’s Board of Directors it would be materially detrimental to the Corporation and its owners for a registration statement to be filed in the near future because such action would (180i) materially interfere with a significant acquisition, corporate reorganization, or other similar significant transaction involving the Corporation, (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then in each such case the Corporation’s obligation to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the effective date of written request from the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any other registration statement on Form S-1twelve (12) month period. Subject to the foregoing clauses (A), (B) and through (C), the Company Corporation shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders at any time or times not earlier than April 30, 2002, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly given promptly, and in any event no later than ten (10) days of the receipt of such written request; give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided that the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 51.3: (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, qualification qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected initiated two (2) such registrations pursuant to this Section 5(a1.3(a) and such (counting for these purposes only registrations which have been declared or ordered effectiveeffective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, or withdrawn at the request of the majority of the Initiating Holdersabsent such election, and the sales of have been required to bear such Registrable Securities have closed; orexpenses); (C) Within During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days of after the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A)of, (B) and (C), a Company-initiated registration; provided that the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that is actively employing in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental all reasonable efforts to the Company and its shareholders for cause such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing become effective; or (but not more than once during any twelve month periodD) for a period of not more than ninety (90) days after receipt of the request of If the Initiating Holders. The registration statement filed Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to the a request of the Initiating Holders, may, subject to the provisions of made under Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below1.6 hereof.

Request for Registration. If In case the Company shall receive ------------------------ from ------------------------ the Initiating Holders a written request that the Company effect any registration with respect to at least 25% of the Registrable SecuritiesSecurities (provided that all securities to be included in the offering, including all shares included by the Company, shall have an aggregate proposed offering price to the public of at least $5,000,000) the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registration after January 1registrations, 2000 qualifications, or compliances (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Actrequirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) business days after receipt of such written notice from the CompanyCompany is given; provided that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5subsection 2.2: (A) Prior to six (6) months after the effective date of the Company's first registered offering to the general public of its securities for its own account; (B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (BC) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations subsection 2.2, which have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to such Registrable Securities registrations have closedbeen sold; or (CD) Within one hundred eighty (1801) days year of the effective date of any other a prior registration statement on Form S-1. Subject effected pursuant to the foregoing clauses this subsection 2.2 or within six (A), (B6) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt months of the request or requests effective date of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such prior registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed effected pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers subsection 2.3 or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below2.

Request for Registration. If If, at any time after the first anniversary of the execution of this Agreement, the Company shall receive from ------------------------ an Initiating Holder or Initiating Holders a written request that the Company effect any file a registration with respect to statement under the Securities Act covering all or a part of the Registrable Securities, the Company will: (i) promptly given (but in any event with fifteen (15) days of receiving such request) give written notice of the proposed registration to all other HoldersHolders and all other security holders of the Company that possess registration rights granted by the Company; and (ii) as soon as practicable, use its diligent best commercially reasonable efforts to effect such registration after January 1, 2000 (including, without limitationfile and thereafter cause to become effective, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued registration under the Securities ActAct of all Registrable Securities that the Company was requested to register pursuant to Section 2(a) as may be so requested and of this Agreement such as would permit or facilitate the sale and distribution of all or any such portion of such Registrable Securities as are specified in such request, together with all or any such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company and such other security holders of the Company that possess registration rights granted by the Company, as contemplated by Section 2(a)(i); provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 52: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant prior to this Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) 60 days of immediately following the effective date of any other registration statement on Form S-1. Subject pertaining to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President securities of the Company stating that in (other than a registration of securities pursuant to Rule 145 promulgated under the good faith judgment of Securities Act or with respect to an employee benefit plan); or (C) during the Board of Directors of period starting with the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than date ninety (90) days after receipt prior to the Company’s good faith estimate of the request date of filing of, and ending on a date one hundred and eighty (180) days after the Initiating Holders. The effective date of, a Company-initiated registration pursuant to Section 3 hereof; provided that at all times during any such period, the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowbecome effective.

Request for Registration. If (a) In case the Company shall receive from ------------------------ the Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 51.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of (i) two (2) years from the date of this Agreement or (ii) six months following the Company's initial public offering; (3) During the period ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (4) After the Company has effected two (2) such registrations registration pursuant to this Section 5(a) and subparagraph 1.5(a), such registrations have registration has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to such Registrable Securities registration have closedbeen sold; or (C5) Within If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a single period not to exceed one hundred eighty hundred-twenty (180120) days of from the effective date of any other registration statement on Form S-1receipt of written request from the Initiating Holders. Subject to the foregoing clauses (A), 1) through (B) and (C5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If Following the Company’s initial public offering, the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1become eligible to register offerings of securities on Commission Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, 2000 (including, without limitation, the execution Holders of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion at least 35% of the Registrable Securities then outstanding shall have the right to request registration on Form S-3 (which request shall be in writing and shall state the number of any Holder or Holders joining in shares of Registrable Securities to be registered and the intended method of disposition of shares by such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the CompanyHolders); provided that the no more than two such registrations must be effected during any twelve-month period. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations compliance pursuant to this Section 5(a2.4(a): (i) unless the Holders requesting registration propose to dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and such registrations have been declared or ordered effectiveexpenses of sale) of at least $500,000; (ii) during the period starting with the date 60 days prior to the Company’s estimated date of filing of, or withdrawn at and ending on the request date six months immediately following the effective date of, any registration statement pertaining to securities of the majority Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Initiating Holders, and the sales of Company is actively employing in good faith all reasonable efforts to cause such Registrable Securities have closedregistration statement to become effective; (iii) more than twice in any twelve-month period; or (Civ) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders for such registration statement statements to be filed on or before in the time filing would near future, then the Company’s obligation to use its best efforts to file a registration statement shall be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) deferred for a period of not more than ninety (90) to exceed 120 days after from the receipt of the request of the Initiating to file such registration by such Holder or Holders. The registration statement filed pursuant to the request of the Initiating Holders; provided, mayhowever, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but that the Company shall have no not exercise such right to include any of its securities more than once in any such registration except as provided in Section 5(b) belowtwelve-month period.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to shares of Registrable Securities with an expected aggregate offering price to the Registrable Securitiespublic of at least $10,000,000, the Company will: will (i1) promptly given within ten days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicablepracticable (but within 120 days after receipt of the request of the Initiating Holders), use its diligent commercially reasonable best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 5:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior to six months after the effective date of the Company’s first registered public offering of its securities; (iii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such 2.2(a), which registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or; (Cv) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders for such a registration statement to be filed on in the near future, then the Company’s obligation to use its best efforts to register, qualify or before comply under this Section 2.2 shall be deferred for a period not to exceed 120 days from the time filing would be required and it is therefore essential to defer date of receipt of written request from the filing of such registration statementInitiating Holders; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve twelve-month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If At any time after the earlier ------------------------ of (A) July 6, 2002 or (B) six months from and after the closing of the Company's IPO, if the Company shall receive receives from ------------------------ a Holder or Holders of Registrable Securities who own not less than 30% of the then outstanding Registrable Securities ("Initiating Holders Holders"), a written request that the Company effect any registration underwritten registration, qualification, or compliance with respect to the Registrable SecuritiesSecurities held by such Initiating Holder or Initiating Holders, then the Company willshall: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification, or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of the date the Company mails such written notice from the Company; provided notice. Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 51.5: (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, qualification qualification, or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act: (B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (BC) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations 1.5 which have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities pursuant to which securities have closedbeen sold; or (CD) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and or its shareholders for such a registration statement to be filed on in the near future, in which case the Company's obligation to use its reasonable efforts to register, qualify or before comply under this Section 1.5 shall be deferred for a period not to exceed 120 days from the time filing would be required and it is therefore essential date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once within any 12 month period. Subject to defer the filing of such registration statementforegoing clauses (A) through (D), the Company shall have file a registration statement covering the right Registrable Securities so requested to defer such filing (but be registered within: for any registration which is an IPO, 150 days, and, for any registration which is not more than once during any twelve month period) for a period of not more than ninety (90) days an IPO, 60 days, in each case, after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ an Initiating Holders Holder, at any time after the Effective Date, subject to Section (2)(j), if applicable, a written request that the Company effect any registration with respect to more than 30% of the Registrable Securities, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, but in no event prior to the time permitted under the Initial Underwriting Agreement, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(a): (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or; (C) Within one hundred eighty If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (180before any underwriting discounts and commissions) of not less than $5,000,000; (D) During the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days (or in the case of the offering contemplated by the Initial Public Offering, such period of time as provided in the Initial Underwriting Agreement) immediately following the effective date of of, any other registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, or a registration on any registration form (including Form S-1. Subject S-4) which does not permit secondary sales, with respect to an employee benefit plan or with respect to the foregoing clauses (ACompany’s first registered public offering of its stock), (B) and (C), ; provided that the Company shall file a is actively employing in good faith all reasonable efforts to cause such registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if become effective; (E) If the Company shall furnish to such the Initiating Holders a certificate signed by the President an officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously significantly detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before securities to be offered, in which case the time filing would Company’s obligation to use its best efforts to comply with this Section 2 shall be required and it is therefore essential deferred for a period not to defer exceed sixty (60) days from the filing date of such registration statementreceipt of written request from the Initiating Holders; provided, however, that the Company shall have the not exercise such right to defer such filing (but not more than once during in any twelve (12) month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b2(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its stockholders, but partners, members or holders of other beneficial or equity interests, the Company registration shall have no right to include provide for the resale by such Persons, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, by an Initial Holder or any of its securities Affiliates to any transferee of Registrable Securities (who shall agree to be bound by all obligations of this Agreement), but may not be assigned, without the written consent of the Company in its sole discretion, by any such registration except as provided in Section 5(b) belowperson who is not an Initial Holder or any Affiliate of an Initial Holder.

Request for Registration. If In case the Company shall ------------------------ receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to shares of Registrable Securities representing at least fifty percent (50%) of the Registrable SecuritiesSecurities (or any lesser percentage if the anticipated aggregate offering price to the public is at least $10,000,000), the Company will: (i) promptly given within five days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 15 days after receipt the date of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or -------- ------- to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.2: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of December 31, 2004, or six months after the closing date of the initial underwritten public offering of the Company's securities; (3) During the period starting with the date 30 days prior to the Company's estimated date of filing of, and ending on the date three months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration statement relating to the sale of the Company's securities in connection with a Rule 145 transaction, an employee benefit plan or the initial public offering of the Company's securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected two (2) such registrations pursuant to this Section 5(a) 2.2(a), and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; or; (C5) Within one hundred eighty (180) days If the Company shall furnish to such Holders a certificate signed by the President of the effective Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders; provided, -------- however, that the Company shall not exercise such right more than once in any other registration statement on Form S-1------- twelve-month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If At any time after August 31, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, Securities the Company will: (ia) promptly given give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its diligent best all reasonable efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post- effective amendments, appropriate qualification under applicable the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 52: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After less than ninety (90) calendar days after the Company has effected two effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8; (2iii) such registrations if, while a registration request is pending pursuant to this Section 5(a2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) and three (3) days after the date upon which such registrations have material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (Ai), (Bii), (iii) and (Civ), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If Following the Company’s initial public offering, the Company shall receive from ------------------------ Initiating Holders a written request that use its best efforts to become eligible to register offerings of securities on Commission Form S-3 or its successor form. After the Company effect any has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request registration with respect on Form S-3 (which request shall be in writing and shall state the number of shares of Registrable Securities to be registered and the Registrable Securitiesintended method of disposition of shares by such Holders), and upon receiving such request the Company will: (i) promptly given written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, shall use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws as soon as practicable and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion in any event within 120 days of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen (15) days after receipt of such written notice from the Company; provided that the . The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 5: (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations compliance pursuant to this Section 5(a2.4(a): (i) unless the Holders requesting registration propose to dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and such registrations have been declared or ordered effectiveexpenses of sale) of at least $1,000,000; (ii) during the period starting with the date 60 days prior to the Company’s estimated date of filing of, or withdrawn at and ending on the request date three months immediately following the effective date of, any registration statement pertaining to securities of the majority Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Initiating Holders, and the sales of Company is actively employing in good faith all reasonable efforts to cause such Registrable Securities have closedregistration statement to become effective; (iii) more than twice in any twelve-month period; or (Civ) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such registration statement statements to be filed on or before in the time filing would near future, then the Company’s obligation to use its best efforts to file a registration statement under this Section 2.4 shall be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) deferred for a period of not more than ninety (90) to exceed 90 days after from the receipt of the request of the Initiating to file such registration by such Holder or Holders. The registration statement filed pursuant to the request of the Initiating Holders; provided, mayhowever, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but that the Company shall have no not exercise such right to include any of its securities more than once in any such registration except as provided in Section 5(b) belowtwelve-month period.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to or qualification under the Securities Act covering the registration of Registrable SecuritiesSecurities which would have an aggregate offering price of not less than $5,000,000, the Company will: (i) promptly given Within twenty (20) days of the receipt thereof, deliver written notice of the proposed registration or qualification to all other Holders; and (ii) as soon as practicable, use its diligent reasonable best efforts to effect such registration after January 1registration, 2000 qualification, or compliance (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within fifteen twenty (1520) days after receipt delivery of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 51.3: (A) Prior to one hundred and eighty (180) days following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date ninety (90) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (BE) After If the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective (a “Determination Certificate”), then the Company’s obligation to use its reasonable best efforts to register, qualify, or comply under this Section 1.3 shall be deferred for a period not to exceed ninety (90) days from the delivery of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period. The Board’s reason for the deferral of such registration shall include, but shall not be limited to, any action that would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has effected two a bona fide business purpose for preserving as confidential; (2iii) such registrations would adversely impact the initiation of research coverage on the Company; or (iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act (F) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to this a request made under Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-11.4 hereof. Subject to the foregoing clauses (A), ) through (B) and (CF), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Sections 1.3(c) and Section 5(b) below1.13 hereof, include other securities of the Company with respect to which are held by officers or directors registration rights have been granted, and may include securities being sold for the account of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company shall receive from ------------------------ an Initiating Holders Holder, at any time after the Effective Date, subject to Section (2)(i), if applicable, a written request that the Company effect any registration with respect to more than 30% of the Registrable Securities, the Company will: (i1) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 5:2(a): (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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of such Registrable Securities shall have closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000; (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (CE) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such the Initiating Holders a certificate signed by the President an officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously significantly detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on or before securities to be offered, in which case the time filing would Company’s obligation to use its best efforts to comply with this Section 2 shall be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) deferred for a period of not more than to exceed ninety (90) days after from the date of receipt of the written request of from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any six-month period. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b2(a)(ii) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registrationregistration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, but the Company registration shall have no right provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to include any transferee of its securities in any such registration except as provided in Section 5(b) belowRegistrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the not less than 1,000,000 shares (appropriately adjusted for Recapitalizations) of Registrable Securities, or any lesser number of shares if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt mailing of such written notice from by the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.4: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to December 31, 20___; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two (2) three such registrations pursuant to this Section 5(a) 2.4(a), and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (CE) Within If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days of from the effective date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this right more than once in any other registration statement on Form S-1twelve-month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If the Company Corporation shall receive from an ------------------------ Initiating Holders Holder a written request that the Company Corporation effect any registration with respect to all or a part of the Registrable Securities, the Company Corporation will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company Corporation within fifteen (15) 10 business days after receipt of such written notice from the CompanyCorporation is given under Section 9.2(a)(i) above; provided that the Company Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 59.2: (A) In any particular jurisdiction in which the Company Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company Corporation is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company Corporation has effected two one (21) such registrations registration pursuant to this Section 5(a) 9.2 and such registrations have been declared or ordered effective, or withdrawn at effective by the Securities and Exchange Commission. The timing for the request of to have the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request being declared or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed ordered effective by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would Securities and Exchange Commission shall be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of determined by the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b9.2(b) below, include other securities of the Company which are held by officers or directors of the Company Corporation or which are held by persons holders of Common Stock of the Corporation who, by virtue of agreements with the CompanyCorporation, are entitled to include their securities in any such registration. The registration rights set forth in this Section 9 shall be assignable, but in whole or in part, to any transferee of at least 5% of the Company Stock (who shall have no right to include any be bound by all obligations of its securities in any such registration except as provided in this Section 5(b) below9).

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securitiesregistration, qualification or compliance, the Company will: (i) promptly given within twenty (20) days give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts efforts, and in any event within a reasonable period to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.4: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to six (6) months after the effective date of the Company's first registered public offering of its stock, or the fifth anniversary of the Closing Date, whichever is earlier; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two (2) such registrations pursuant to this Section 5(a) subparagraph 2.4(a), and such registrations have been declared or ordered effective; provided however, or that if the request for a registration is subsequently withdrawn at the request of the Holders of a majority of the Initiating Registrable Securities (the "Requesting Holders"), then such Requesting Holders shall, at such Holder's option, either (i) be required to pay all Registration Expenses, or (ii) lose one of their rights to cause the Company to effect a registration under this Section 2.4. Provided, further however, that if the requested registration is withdrawn and at the sales time of such Registrable Securities withdrawal the Holders have closed; orlearned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2.4. (CE) Within If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4 shall be deferred for a period not to exceed one hundred eighty (180) days of from the effective date of any other registration statement on Form S-1receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive ------------------------ from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to not less than ten percent (10%) of the shares (appropriately adjusted for any stock split, stock dividend, recapitalization or similar event) of Registrable Securities, or any lesser number of shares if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10 million, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders and Founder Holders; and (ii) as soon as practicable, use its diligent best reasonable commercial efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder Holders or Founder Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided provided, however, that the ----------------- Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.4: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) Prior to the earlier of (1) December 31, 2001 or (2), subject to clause (C) below, the consummation of an underwritten initial public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Common Stock for the account of the Company; (C) During the period starting with the date sixty (60) days prior to the Company's good faith estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two (2) four such registrations pursuant to this Section 5(a) subparagraph 2.4(a), and such registrations have been declared or ordered effective, or withdrawn at effective and pursuant to which Registrabe Securities have been sold; (E) If the request Company shall furnish to such Holders a certificate signed by the President of the majority Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its reasonable commercial efforts to register, qualify or comply under this Section 2.4 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the not less than that number of shares of Registrable SecuritiesSecurities which would result in an anticipated aggregate offering price, net of underwriting discounts and commissions, greater than five million dollars (US$5,000,000), the Company will: (i) promptly given Promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as As soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen twenty (1520) days after receipt of such written notice from the Company; provided Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Prior to the earlier of (x) four years after the Closing Date, or (y) six months after the closing of the IPO; (C) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (i) With respect to a registration initiated by Series A Initiators, after the Company has effected two (2) such registrations pursuant to this Section 5(a) one registration initiated by Series A Initiators and such registrations have registration has been declared or ordered effective; (ii) with respect to a registration initiated by Series B Initiators, after the Company has effected one registration initiated by Series B Initiators and such registration has been declared or withdrawn at ordered effective; (iii) with respect to a registration initiated by Series C Initiators, after the request Company has effected one registration initiated by Series C Initiators and such registration has been declared or ordered effective; (iv) with respect to a registration initiated by Series D Initiators, after the Company has effected one registration initiated by Series D Initiators and such registration has been declared or ordered effective; and (v) with respect to a registration initiated by Preferred Initiators, after that number of registrations equal to five (5) less the number of registrations effected pursuant to clause (i), (ii), (iii) and (iv) of this sub-section (D) which have been previously declared or ordered effective; (E) If the Company shall furnish to such Holders a certificate signed by the President of the majority Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future and it is therefore essential to defer the filing of such registration statement, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.5 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders, and ; provided that the sales of such Registrable Securities have closed; or Company may not exercise this deferral right under this Section 2.5 or under Section 2.7 more than once per twelve (C12) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1month period. Subject to the foregoing clauses (A), ) through (B) and (CE), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. If In case the Company shall receive ------------------------ from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Registrable SecuritiesSecurities with an anticipated aggregate offering price before deduction of standard underwriting discounts and commissions, in excess of $10,000,000, the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registration after January 1registrations, 2000 qualifications and compliances (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 5subsection 1.2: (A) In at any time prior to six (6) months following the effective date of the registration statement under the Securities Act for the Company's initial registered underwritten public offering (the "IPO") of its securities to the general public (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); (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (BC) After after the Company has effected two (2) such registrations pursuant to this Section 5(asubsection 1.2(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicablepractical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before at the time date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a an additional period of not more than ninety sixty (9060) days after receipt the expiration of the request of the Initiating Holders. The registration statement filed pursuant initial sixty (60) day period within which to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any file such registration except as provided in Section 5(b) belowstatement.

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders Holders, at any time or times not earlier than eighteen months following the Closing a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, provided such request includes more than 50% of the Shares or such number of shares of Common Stock issued upon conversion of more than 50% of the Shares, or any combination thereof, the Company will: (i) promptly given give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1, 2000 (including, without limitation, the execution of an undertaking to file post post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company given within fifteen thirty (1530) days after receipt of such written notice from the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 58.5: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has effected two (2) such registrations pursuant to this Section 5(a) and such registrations have been declared Act or ordered effective, applicable rules or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closedregulations thereunder; or (C) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. or Subject to the foregoing clauses (A), (B) and (CB), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, Holders may, subject to the provisions of Section 5(b8.5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) belowregistration.

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration registration, qualification or compliance with respect to the Demand Registrable SecuritiesSecurities on a form of registration statement other than Form S-2 or Form S-3 (or any successor form to Form S-3), the Company will: (i) promptly given give written notice of the proposed registration registration, qualification or compliance to all other Demand Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration after January 1registration, 2000 qualification or compliance (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Demand Registrable Securities as are specified in such request, together with all or such portion of the Demand Registrable Securities of any Holder or Demand Holders joining in such request as are specified in a written request delivered to received by the Company within fifteen (15) 20 days after receipt of such written notice from the Company; provided provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 52.5: (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) On or prior to (i) December 1, 1998 if the closing of the initial public offering of the Company's Common Stock (the "IPO") has not occurred on or prior to such date; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) Unless the anticipated aggregate offering price, net of underwriting discounts and commissions, of all Demand Registered Securities sought to be registered by all Initiating Holders pursuant to this Section 2.5, would exceed $5,000,000; (E) After the Company has effected two (2) three such registrations pursuant to this Section 5(a) subparagraph 2.5(a), and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, effective and the sales of securities offered pursuant to such Registrable Securities registrations have closed; orbeen sold; (CF) Within one hundred eighty (180) days of the effective date of any other registration statement on Form S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if If the Company shall furnish to such the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and or its shareholders stockholders for such a registration statement to be filed on in the near future, then the Company's obligation to use its best efforts to register, qualify or before comply under this Section 2.5 shall be deferred for a period not to exceed 90 days from the time filing would be required and it is therefore essential date of receipt of written request from the Initiating Holders, provided, however, that the Company shall not exercise the right to defer registration granted pursuant to this paragraph (F) more than one time in any twelve month period. Subject to the filing of such registration statementforegoing clauses (A) through (F), the Company shall have file a registration statement covering the right Demand Registrable Securities so requested to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.