Common use of Request for Registration Clause in Contracts

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to the Registrable Securities, the Company will: (i) promptly give given written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registrationregistration after January 1, qualification or compliance 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 and any other governmental requirements or regulationsAct) 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 received by delivered to the Company within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.55: (1A) 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) 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; (3B) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 5(a) and such registration has registrations have been declared or ordered effective effective, or withdrawn at the request of the majority of the Initiating Holders, and the securities offered pursuant to each sales of such registration Registrable Securities have been soldclosed; or (4C) 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 Within one hundred eighty (180) days from of 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 twelve (12) month periodother registration statement on Form S-1. Subject to the foregoing clauses (1A), (B) through and (4C), 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. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) 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; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.59.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, 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 other applicable securities laws; (2) 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 ’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 transaction 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 and effective; provided, however, that the Company's estimate of the date of filing such registration statement is made Company shall not utilize this right more than once in good faithany twenty-four (24) month period; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a9.1(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (45) If the Company shall furnish Initiating Holders may dispose of shares of Registrable Securities 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 it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply a request made under this Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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 Holders9.3 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 received by the Company within thirty (30) 15 days after receipt of such the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which Prior to six months following the Company would be required to execute a general consent to service closing 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 Initial Public Offering; (2) During the period starting with the date sixty (60) 60 days prior to the Company's ’s estimated date of filing of, and ending on the date six (6) three months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities Securities in a Rule 145 transaction or with respect to an employee benefit plan) pertaining to Securities of the Company (subject to Section 1.6(a) hereof), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective and that the Company's estimate Company provides the Initiating Holders written notice of the date of filing its intent to file such registration statement is made 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 good faith;any 12-month period. (3) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldSection 1.5; or (4) 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 in which case the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.5 1.5 shall be deferred for a period not to exceed one hundred eighty (180) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) -month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case 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 registration, qualification or compliance 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 give written notice shall cease all efforts to secure effectiveness of the proposed registrationapplicable Demand Registration Statement. In addition, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, if the execution Company receives a Demand Registration and the Company is then in the process 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 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 engaging in a written request received by the Company within thirty (30) days after receipt of such written notice from the Company; providedPublic Sale, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5: (1) In any particular jurisdiction in which inform 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; (2) 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that ’s intention to engage in a Company Public Sale and may require the good faith judgment of the Board of Directors it would be seriously detrimental Holders to the Company or its shareholders withdraw such request 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 of up to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, so that the Company may not use this right more than once complete the Company Public Sale. In the event that the Company ceases to pursue such Company Public Sale, it shall promptly inform the Holders, and the Holders shall be permitted to submit a new request for registration. For the avoidance of doubt, in any twelve (12) month period. Subject to the foregoing clauses event that such Holders have requested a Demand Registration at a time when the Company (1) through (4), the Company shall was required to file a registration statement covering 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 Registrable Securities so requested effectiveness of a Shelf Registration Statement pursuant to Section 2.1, then the exercise of such Demand Registration shall not be registered as soon as practicable after receipt deemed a waiver of any other remedies such Holders may have, at law or in equity, with respect to the request or requests of the Initiating HoldersCommon Stock.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any a Form S-1 registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification 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 best efforts to effect such registration, 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 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 received by the Company within thirty (30) days after receipt of such written notice from delivered to the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.51.3: (1A) 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 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 thirty (6030) days prior to the Company's ’s estimated date of filing of, and ending on the a date six ninety (690) months immediately following days after the effective date of, any a registration statement pertaining to securities of initiated by 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 Company-initiated registration statement to become effective and that the Company's ’s estimate of the date of filing such registration statement is made in good faith; (3) After faith in a certificate signed by the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and President of the securities offered pursuant to each such registration have been soldCompany; or (4D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company shall furnish 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 of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 1.3 shall be deferred for a period not to exceed one hundred eighty sixty (18060) days from the date delivery of receipt of the written request from the Initiating Holders; provided; (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 the Company, however, that the Company may which consent will not use this right more than once in any twelve (12) month periodbe unreasonably withheld). Subject to the foregoing clauses (1A) through (4E), 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 but in 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 may, subject to the provisions of Section 1.3(c), include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicable, use its 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, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.2(a): (1i) 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; (2ii) 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 sixty (60) 60 days prior to the Company's estimated ’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 transaction, with respect to an employee benefit planplan 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 that the Company's estimate Company delivers notice of such intent to the Initiating Holders within 15 days of the date of filing such registration statement is made in good faithrequest; (3iv) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.2(a), each such registration has which registrations have been declared or ordered effective and the securities offered pursuant to each such registration registrations have been sold; or (4v) 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 it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 2.2 shall be deferred for a period not to exceed one hundred eighty (180) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.5: (1A) 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; (2B) 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3D) 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 subparagraph 6.5(a1.5(a), each and such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4F) 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 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 1.5 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1A) through (4F), 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, but in any event within 120 days of such request.

Request for Registration. In case If the Company shall receive ------------------------ from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable SecuritiesSecurities with an anticipated aggregate offering price before deduction of underwriting discounts and commissions, in excess of $5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file 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 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within thirty (30) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5subsection 1.2: (1A) 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;; or (2B) 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 after the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each subsection 1.2(a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month periodeffective. Subject to the foregoing clauses (1A) through and (4B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, 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 of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than ninety (90) days after the expiration of the initial ninety (90) day period within which to file such registration statement.

Request for Registration. In case 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, qualification or compliance 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 within thirty (30) days of the receipt of such written request give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 and any other governmental requirements or regulationsAct) 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; providedCompany is mailed or delivered. Notwithstanding anything to the contrary contained herein, howeverif the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, that 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 effect, any such registration, qualification or compliance registration pursuant to this Section 6.51.2: (1A) 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; (2) 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; (3B) After the Company has effected initiated two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and the securities offered pursuant to each such registration which securities have been sold; orsold 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, absent such election, have been required to bear such expenses); (4C) If During the Company shall furnish to such Holders period starting with the date of filing, and ending on 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 date one hundred eighty (180) days from after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of written request from the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4)registration request, the Company shall furnishes to the Holders a notice of the Company’s intent to file such a registration statement covering for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities so requested which may be immediately registered on Form S-3 pursuant to be registered as soon as practicable after receipt of the a request or requests of the Initiating Holdersmade under Section 1.5 hereof.

Request for Registration. In case 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, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and laws, appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationslisting 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 received by the Company given within thirty (30) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.58.5: (1A) 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, 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 (2) 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; (3B) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 8.5(a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each sales of such registration Registrable Securities shall have been sold; or (4) 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 from the 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 twelve (12) month periodclosed. Subject to the foregoing clauses (1A) through and (4B), 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. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 8.5(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.

Request for Registration. In case (a) If the Company shall receive receives from Initiating a Holder or Holders a written request that the Company effect any registration, qualification or compliance 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 Shares, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.52: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2i) During the period starting with the date sixty ninety (6090) days prior to the Company's estimated date of filing of, and ending on the date six sixty (660) months 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 provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that effective; however, the Company may not delay a requested registration under this paragraph if the Company's estimate of the date of filing such registration statement is made in good faith;will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (3ii) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such Section 2; provided that any registration has been declared or ordered effective and request that (A) is delayed by the securities offered Company pursuant to each Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such two registration have been soldlimit; (iii) If the Holder requesting registration is able to sell all of such Holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act; or (4iv) If the Company shall furnish to such the Holder or Holders requesting registration 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts to register, qualify or comply under this Section 6.5 shall be deferred defer such filing for a period of not to exceed one hundred eighty (180) more than 120 days from the date of after receipt of written the request from of the Initiating initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) -month period. Subject . (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the foregoing clauses (1) through (4)election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall file a registration statement covering so advise the Holder and the number of shares of Registrable Securities so requested 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 securities to be registered as soon as practicable after receipt for sale by the Company shall be included unless all shares of Registrable Securities requested by the request or requests of the Initiating HoldersHolder to be included in such underwriting are so included.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file 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 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5subsection 1.2: (1A) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (2C) 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 after the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each subsection 1.2(a) and such registration has registrations have been declared or ordered effective and effective. Subject to the securities offered pursuant foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to each such registration have been soldbe registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; or (4) If provided, however, that if the Company shall furnish to such Initiating Holders a certificate, certificate signed by the President of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or and its shareholders stockholders for a such registration statement to be filed in at the near futuredate filing would be required 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 6.5 Company shall be deferred for a have an additional period of not to exceed one hundred eighty more than sixty (18060) days from after the date expiration of receipt of written request from the Initiating Holdersinitial ninety (90) day period within which to file such registration statement; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject 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 foregoing clauses (1) through (4)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 file a registration statement covering not be deemed effected for the Registrable Securities so requested to be registered as soon as practicable after receipt purposes of the request or requests of the Initiating Holderslimitations set forth in Section 1.2(a)(ii)(C).

Request for Registration. In case 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, qualification or compliance with respect to the Registrable Securitiescompliance, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicablepracticable thereafter, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) days after the deemed receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a1.5(a), each such registration has registrations having been declared or ordered effective and the securities offered pursuant to each such registration have registrations having been sold; or (45) 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 Directors") it would be seriously detrimental to the Company or its shareholders 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 6.5 1.5 shall be deferred for a period not to exceed one one-hundred eighty and twenty (180120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use 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 twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). Subject to the foregoing clauses (1) through (45), 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.

Request for Registration. In case (a) If, at any time after the Registration Withdrawal Date, the Company shall is not eligible to effect a registration on Form S-3 and the Company shall, during such period that it is not so eligible, receive from Initiating Holders a written request from the Holders that the Company effect any registration, qualification file a registration statement under the Securities Act covering the registration of all or compliance with respect to a portion of the Registrable SecuritiesSecurities then outstanding, then the Company willshall: (i) promptly within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance compliance, to all other Holders; and (ii) cause, as soon as reasonably practicable, use its best efforts to effect such registration, 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 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 to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within thirty (30) twenty days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance compliance, pursuant to this Section 6.5section 2.4: (1A) In if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; (B) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to section 2.3 or this section 2.4; and (C) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless compliance. (b) If the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company is already subject as a part of their request made pursuant to service section 2.4(a) and the Company shall include such information in such jurisdiction and except the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as may be required determined by the number of Registrable Securities Act; (2held) During of the period starting with the date sixty (60) days prior Initiating Holders and shall be reasonably acceptable to the Company's estimated date . In such event, the right of filing ofany Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and ending on the date six number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (6as nearly as practicable) months immediately following to the effective date ofamount of Registrable Securities owned by each Holder; provided, 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)however, provided that the Company is actively employing number of shares of Registrable Securities to be included in good faith such underwriting shall not be reduced unless all reasonable efforts to cause such registration statement to become effective and that other securities are first entirely excluded from the Company's estimate of the date of filing such registration statement is made in good faith;underwriting. (3c) After Notwithstanding the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a)foregoing, each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If if the Company shall furnish to such Holders requesting a certificateregistration statement pursuant to this section 2.4, a certificate signed by the President 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts defer taking action with respect to register, qualify or comply under this Section 6.5 shall be deferred such filing for a period of not to exceed one hundred eighty (180) more than ninety days from the date of after receipt of written the request from of the Initiating Holders; provided, however, provided that the Company may not use utilize this right, together with its right under section 2.3(b)(iii) more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4); provided further, that the Company shall file a not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration statement covering the of Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holdersunder section 2.2.

Request for Registration. In case the Company shall receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and , (ii2) as soon as practicable, file and use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 Act) and any other governmental requirements or regulations) 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the CompanyCompany is mailed or delivered; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.2(a): (1i) 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; (2ii) 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 date sixty Company’s delivery of notice to the holders of the Registrable Securities within thirty (6030) 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 estimated ’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 or transaction, with respect to an employee benefit planplan 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3iv) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.2(a), each such registration has which registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4v) 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 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 ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 2.2 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case 9.1.1.1. The Purchaser (herein referred to as the "Warrantholder") may, by Notice to the Company, make a request for registration under the Securities Act of all or part of its Registrable Securities (i.e., capital stock of the Company shall receive from Initiating Holders owned by the Warrantholder) (a written "Demand Registration") at any time after June 30, 1997. 9.1.1.2. As soon as practicable after receipt of a request that for a Demand Registration of the Company, the Company effect any registration, qualification or compliance will file a registration statement with respect to the Registrable Securities, the Demand Registration. The Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 agrees to use its best efforts to registercause the Demand Registration to be declared effective no later than 120 days after such request and to keep such Demand Registration continuously effective for sixty (60) days. The Company further agrees, qualify if necessary, to supplement or comply make amendments to the Demand Registration, if required by the registration form used by the Company for such Demand Registration, by the instructions applicable to each such registration form by the Securities Act, or by the Warrantholder. The Company agrees to furnish to the Warrantholder, copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company will pay all Registration Expenses (as hereinafter defined) in connection with each Demand Registration, whether or not it becomes effective. The Company will make available to the Warrantholder, as soon as reasonably practicable, a statement of operations which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 9.1.1.3. In any registration under this Section 6.5 9.1.1, the Company shall give written notice thereof to the management stockholders of the Company (the "Management Stockholders") and upon the written request of any of them given within 15 days after the giving of such notice by the Company, the Company will notify the Warrantholder as to the number of the securities requested to be included in such registration statement, including securities for its own account, except as set forth below. 9.1.1.4. If any registration pursuant to this Section 9.1.1 shall be deferred underwritten in whole or in part, the Company shall allow the securities requested for inclusion by the Warrantholder and/or the Management Stockholders to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, unless the managing underwriter for the distribution of the securities shall in its good faith judgment be of the opinion that the sale of such securities would adversely affect either the price or the marketing of the securities to be sold for the account of the Company. The Company will effect the registration of only that number of securities requested for inclusion by the Warrantholder and/or the Management Stockholders which the managing underwriter believes, in its good faith judgment, can be included in such registration without such adverse effect. Any securities allowed to be included in the registration in excess of those to be sold by the Company shall be apportioned to the Warrantholder and the Management Stockholders pro rata among them according to the total number of shares sought to be registered. 9.1.1.5. In the event the Warrantholder, by Notice to the Company, makes a period request for registration pursuant to this Section 9.1, the Company need not effect a Demand Registration in response to exceed one hundred eighty the Warrantholder's request if the Company can find a purchaser, upon terms and conditions acceptable to the Warrantholder, for all of the Registrable Securities held by the Warrantholder; provided that, if the purchase and sale of the Registrable Securities is not completely within sixty (18060) days from the date of receipt of written the request from for Demand Registration is received by the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4)Company, the Company shall file not be relieved of its obligation to effect 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 HoldersDemand Registration.

Request for Registration. 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 registrationa registration under the Securities Act of Registrable Securities then outstanding, qualification or compliance 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 promptly, and in no event more than twenty (20) days after receipt of such written request, give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 (which request shall specify the number of Registrable Securities proposed to be included in such registration) received by the Company within thirty (30) 15 days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5SECTION 2.2: (1A) In any particular jurisdiction in which After the Company would be required has effected two such registrations at the request of the Holders pursuant 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 Actthis SECTION 2.2(a) within any twelve (12) month period; (2B) During the any period starting with the date sixty (60) days prior to the in which any Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any -initiated registration statement pertaining (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), pursuant to securities which Securities of the Company (other than a registration of securities in a Rule 145 transaction are to be or with respect to an employee benefit plan)were sold, has been filed and not withdrawn or has been declared effective within the prior 90 days, provided that the Company is actively employing in good faith all reasonable its best efforts to cause such other registration statement to become effective (and provided, further, 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 cannot pursuant to this subparagraph 6.5(aSection 2.2(a)(ii)(B) delay implementation of a demand for registration more than once in any twelve (12) month period), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4C) If the Company shall furnish to such Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously materially detrimental to the Company or its shareholders stockholders for a registration statement Registration Statement to be filed in the near futureeffected at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.5 SECTION 2.2 shall be deferred once (with respect to any demand for registration hereunder) for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Majority Holders; provided, however, provided that the Company may cannot use pursuant to this right Section 2.2(a)(ii)(C) delay implementation of a demand for registration more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request (the "Request") that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its best reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 notice received by the Company within thirty twenty (3020) days after such Holder's receipt of such written notice from provided by the CompanyCompany pursuant to Section 4.1(b)(i)(1); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.5:4.1(b): (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 registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) B. Prior to 270 days following the effective date of the Initial 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 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 Company holder or convertible within twelve (other than a registration 12) months from the date of securities in a Rule 145 transaction or with respect to an employee benefit plan)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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3) D. After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 6.5(a)Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if 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, each and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such registration underwriting and in any underwriting described in Section 4.1(c)(ii) which has been declared or ordered effective and consummated prior to the securities offered date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to each such registration have been soldthis Section 4.1(b); or (4) E. If the Company shall furnish to such Initiating Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Company's Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed at the date filing would be required, in the near future, then which case the Company's obligation to use its best reasonable efforts to register, qualify or comply register under this Section 6.5 4.1(b) shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; providedRequest, however, provided that the Company may not use exercise this deferral right more than once in during any twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company within thirty ten (3010) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.5:2(a): (1A) 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 applicable rules or regulations thereunder; (2B) After the Company has effected three (3) such registrations pursuant to this Section 2(a) and such registrations have been declared or ordered 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 (D) During the period starting with the date sixty (60) days prior to the Company's estimated ’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 transaction, with respect to an employee benefit planplan 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 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the date of receipt of written request from the Initiating Holderseffective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not use 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 more than once in any twelve (12) month period. Subject The registration statement filed pursuant to the foregoing clauses request of Warburg Pincus may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (1“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) through (4)in connection with a distribution of Registrable Securities to its partners or members, the Company registration shall file a provide for the resale by such partners or members, if requested by such Holder. The registration statement covering the rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities so requested to (who shall be registered as soon as practicable after receipt bound by all obligations of the request or requests of the Initiating Holdersthis Agreement).

Request for Registration. In case If the Company shall receive from any Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance with respect to the Registrable SecuritiesSecurities (a "Demand"), the Company will: (i) promptly give written notice ("Company Notice") of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file 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 Act 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 received by the Company given within thirty (30) 20 days after receipt of such written notice from the CompanyCompany Notice; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.2: (1A) In at any particular jurisdiction time prior to (i) the effective date of the registration statement in which respect of the first underwritten registered public offering by the Company would be required to execute a general consent to service next following the date of process in effecting such registrationthis Agreement or (ii) one year after the date of this Agreement, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actwhichever first occurs; (2B) During during the period starting 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 date sixty 180th day next following such effective date; (60C) days prior to during the period commencing on the 60th day next preceding the Company's estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately 60th day next following the effective date of, any a Company registration statement pertaining pursuant to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)Section 1.3 hereof, 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 faitheffective; (3D) After in any particular jurisdiction in which the Company would be required to qualify to do business or become subject to taxation or general service of process, unless the Company already is so subject to service in such jurisdiction; or (E) after the Company has effected two four (24) such registrations pursuant to this subparagraph 6.5(a), each Section 1.2(a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month periodSEC. Subject to the foregoing clauses (1A) through (4E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable 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 a certificate signed by its Chief Executive Officer or President stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at or about the date requested by the Initiating Holders and it is therefore necessary or commercially desirable to defer the filing of such registration statement, the Company shall have an additional period of not more than 120 days after the expiration of the initial 60-day period within which to file such registration statement; provided, however, that the Company shall not be entitled to utilize this right more than once in any 12-month period.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided. Notwithstanding the above, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.53.5: (1A) 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; (2B) 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3D) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 3.5(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4E) 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 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 3.5 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral -------- ---- right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1A) through (4E), 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, and in any case no later than 120 days.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification qualification, or compliance with respect to the Registrable Securitiescompliance, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification 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 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 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 received by delivered to the Company within thirty twenty (3020) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 6.51.2: (1A) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company shall furnish 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 of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best commercially reasonable efforts to register, qualify qualify, or comply under this Section 6.5 1.2 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date delivery of receipt of the written request from the Initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) month period. . (F) Subject to the foregoing clauses (1A) through (4E), 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. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.2(c) and Section 1.12 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case Following the Company’s initial public offering, the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registrationbecome 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, qualification or compliance (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 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 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 shares of Registrable Securities to be registered and the intended method of disposition of shares by such Holders); provided that no more than two such registrations must be effected during any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the twelve-month period. The Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.4(a): (1i) 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 Holders requesting registration propose to service in such jurisdiction dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and except as may be required by the Securities Actexpenses of sale) of at least $500,000; (2ii) During during the period starting with the date sixty (60) 60 days prior to the Company's ’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 faitheffective; (3iii) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldmore than twice in any twelve-month period; or (4iv) If if the Company shall furnish to such Holders Holder a certificate, certificate signed by the President of the Company, 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 statements to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 file a registration statement shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written the request from the Initiating to file such registration by such Holder or Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 within ten days of the receipt by the Company of such notice, give written notice of the proposed 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 commercially reasonable best efforts to effect such registration, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.2(a): (1i) 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; (2ii) 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 sixty (60) 60 days prior to the Company's estimated ’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 transaction, with respect to an employee benefit planplan 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3iv) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.2(a), each such registration has which registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4v) 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 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 ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 2.2 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.59.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, 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 other applicable securities laws; (2) 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 ’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 transaction 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a9.1(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (45) If the Company shall furnish Initiating Holders may dispose of shares of Registrable Securities 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 it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply a request made under this Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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 Holders9.3 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly within ten (10) days after its receipt thereof give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 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 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 received by the Company given within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.52: (1A) 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 (2B) 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 Within six (6) months immediately following after the effective date of, 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;registration; or (3C) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each subsection 2(a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month periodeffective. Subject to the foregoing clauses (1A) through (4C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, 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 Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement.

Request for Registration. In case 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, qualification or compliance registration with respect to the Registrable SecuritiesSecurities having an aggregate offering price of not less than $5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 5; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.55: (1A) 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), which registrations have been declared or ordered effective, and pursuant to which the securities offered have been sold; (C) 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 six (6) months immediately following the effective date of, 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 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4D) If the Company shall furnish delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Holders a certificate, signed by the President request for registration of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental 's intent to the Company or its shareholders for file a registration statement to be filed in the near future, then the Company's obligation to use for 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 initial public offering within ninety (18090) days from the 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 twelve (12) month periodsuch registration request. Subject to the foregoing clauses (1A), (B), (C) through and (4D), 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. If, however, the Company shall furnish to 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 stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided, however, that the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. In case 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, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company given within thirty twenty (3020) days after receipt mailing of such written notice from by the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.53: (1A) 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) 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 Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective 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 subparagraph 6.5(a), each such registration has been declared applicable rules or ordered effective and the securities offered pursuant to each such registration have been soldregulations thereunder; or (4B) More than two times pursuant to requests hereunder in any consecutive 12 month period; or (C) Within 120 days of the effectiveness of a registration statement filed 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 shall furnish to such informs the Initiating 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 intends to file a registration statement to be filed in within 30 days of 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 from the date of receipt of written request from the Initiating Holders; provided, however, that Holders pursuant to which the Company may not use this Holders will have the right more than once in any twelve (12) month periodto register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (1A), (B), (C) through and (4D), the Company shall file a registration statement covering shares of the Registrable Securities Common Stock so requested to 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 Holder may, subject to the provisions of Section 3(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.

Request for Registration. In case the Company shall receive ------------------------ from the Initiating Holders a written request that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registrationregistrations, qualification qualifications, or compliance compliances (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 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 received by the Company within thirty fifteen (3015) business days after receipt of such written notice from the CompanyCompany is given; provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5subsection 2.2: (1A) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) 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; (3C) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a)subsection 2.2, each such registration has which have been declared or ordered effective and the securities offered pursuant to each such registration registrations have been sold; or (4D) 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 Within one hundred eighty (180) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt year of the request effective date of a prior registration effected pursuant to this subsection 2.2 or requests within six (6) months of the Initiating Holderseffective date of a prior registration effected pursuant to subsection 2.3 or 2.

Request for Registration. In case 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 registration, qualification file a registration statement under the Securities Act covering all or compliance with respect to a part of the Registrable Securities, the Company will: (i) promptly (but in any event with fifteen (15) days of receiving such request) give written notice of the proposed registration, qualification or compliance 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 best commercially reasonable efforts to effect such registration, qualification or compliance (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 Act and any other governmental requirements or regulationsof 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 received by the Company within thirty (30) 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, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.52: (1A) 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; (2B) 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 60 days 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 pursuant to Rule 145 transaction promulgated under the Securities Act or with respect to an employee benefit plan); or (C) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a 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 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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 Holderseffective.

Request for Registration. In case (a) If the Company shall receive from Initiating Holders at any time after the end of the term of the lock up pursuant to Section 4.12 (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) (the “Initial Registration”), a written request from the Holders of at least twenty percent (20%) of the Registrable Securities (the “Initiating Holders”) that the Company effect any registrationfile a registration statement under the Act covering the registration of such Holders’ Registrable Securities with an aggregate offering price expected to exceed $2,000,000, qualification or compliance with respect to the Registrable Securities, then the Company will: shall, within ten (i10) promptly days of the receipt thereof, give written notice of the proposed registration, qualification or compliance such request to all other Holders; and (ii) as soon as practicableHolders and shall, subject to the limitations of Section 1.3(b), use its best efforts to effect such registration, qualification or compliance (including, without limitation, as soon as practicable 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 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 which the Holders request to be registered within twenty (20) days of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt mailing of such written notice from by the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:1.3(a): (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2i) During the period starting with the date sixty ninety (6090) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred eighty (6180) months 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3ii) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 1.3(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4iii) If the Company shall furnish to such Holders a certificate, certificate signed by the Chief Executive Officer or President of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near futureat such time, then the Company's ’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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.this

Request for Registration. 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, 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 give written notice of the proposed registration, qualification or compliance to all other Registrable Securities Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration, 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 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 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 received by the Company within thirty fifteen (3015) days after receipt of such written notice from the Company; 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 take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration9.1 if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; within two (2) 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 Business Days of the date of filing such registration statement is made in good faith; (3) After the Demand Request, the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If the Company shall furnish delivers to such Holders Registrable Securities Holder a certificate, certificate signed by the President and Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board board of Directors directors of the Company, it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then in which case the Company's ’s obligation to use its commercially reasonable best efforts to register, qualify or comply under this Section 6.5 shall 9.1 will be deferred for a period not to exceed one hundred eighty forty-five (18045) consecutive days from the date of receipt of written request from the Initiating HoldersDemand Request; provided, however, that the Company may not use exercise this deferral right more than once in any twice per twelve (12) month period. Subject to the foregoing clauses (1) through (4)foregoing, the Company shall will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable within thirty (30) days after receipt of the request or requests of the Initiating HoldersDemand Request.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.52.5: (1A) 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; (2B) 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3D) After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 6.5(a1.5(a), each and such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4E) If the Company shall furnish to such Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders 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 6.5 1.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1A) through (4E), 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.

Request for Registration. In case If the Company shall receive from an Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly give written notice of the proposed 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, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company within thirty (30) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 11.2(a)(i) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.511.2: (1A) 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 applicable rules or regulations thereunder; (2) 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; (3B) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 11.2 and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each sales of such registration Registrable Securities shall have been soldclosed; or (4C) If the Company shall furnish Registrable Securities requested by all Holders to be registered 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 it Board, such registration would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near futureCompany, 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 from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall have the right to delay registration for up to 90 days but not use this right more than once in any twelve (12) month period. Subject The registration statement filed pursuant to the foregoing clauses (1) through (4), 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 HoldersHolders may, subject to the provisions of Section 11.2(b) below, include other securities of the Company which are held by 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, in whole or in part, to any transferee of Common Stock (who shall be bound by all obligations of this Section 11).

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification qualification, or compliance with respect to the Registrable Securitiescompliance, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification 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 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 received by delivered to the Company within thirty twenty (3020) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 6.51.3: (1A) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2E) During If in the period starting with good faith judgment of the date sixty (60) days prior Board, such registration would be seriously detrimental to the Company's estimated date Company and the Board concludes, as a result, that it is essential to defer the filing 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 at such time, 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 thereafter delivers to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If the Company shall furnish to such 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 of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify qualify, or comply under this Section 6.5 1.3 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date delivery of receipt of the written request from the Initiating Holders; provided, however, that the Company may not use utilize this right more than once 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 the Company, which consent will not be unreasonably withheld); or (G) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.4 hereof. Subject to the foregoing clauses (1A) through (4G), 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. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. 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 case the event the Company shall receive from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its best efforts to effect such registration, qualification or compliance as soon as practicable (including, without limitation, the execution of an undertaking to file 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 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 received by the Company within thirty (30) 15 days after the receipt of such the written notice from the CompanyCompany described in Section 2.1(a); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5Article 2: (1i) 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; (2ii) During during the period starting with the date sixty (60) days prior to immediately preceding the Company's estimated ’s anticipated date of filing of, and ending on the date six (6) months 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 four (4) such requested registrations pursuant to this Article 2 (not including registrations on Form S-3) on behalf of the Initiating Holders, with such registrations having been declared or ordered effective, and the Registrable Securities offered pursuant to each of such registrations having been sold, or if the Company has effected any requested registration (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 for the Company's estimate of the date of filing such registration statement is made in good faith; (3’s Initial Public Offering) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aAgreement during the previous six-month period (or such shorter period as the managing underwriter of the Company’s most recent public offering will allow), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4iv) If if the Company shall furnish to such Holders a certificate, signed by then meets the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental eligibility requirements applicable to the Company or its shareholders for a use of Form S-3 in connection with such registration statement and is able to be filed in the near future, then the Company's obligation effect such requested registration pursuant 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 Article 4 hereof. (180c) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1i) through (4iv), 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 Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, 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 materially interfere with any pending material financing, acquisition or corporate reorganization, or other material corporate development involving the Company or its subsidiaries, or would 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 for a period of not more than 90 days, but in no event for a period longer than 105 days after receipt of the request of the Initiating Holders; and provided, further, that the Company shall not be permitted to exercise such deferral right under this Section 2.1(c) or Section 4.1(c) hereof more than once in any 360-day period.

Request for Registration. In case 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, qualification or compliance with respect to the shares of Registrable Securities, the Company will: will (i) promptly within thirty (30) days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:3.1(a): (1i) 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; (2ii) During if Abbott, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriting discounts and commissions related to the issuance) are less than $5,000,000; (iii) during the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than with respect to (A) a registration of securities in a Rule 145 transaction or with respect to transaction, (B) an employee benefit planplan or (C) 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3iv) After after the Company has effected initiated two (2) such registrations pursuant to this subparagraph 6.5(a), Section 3.1(a) which are each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldregistrations requested by Abbott; or (4v) If the Company shall furnish furnishes to such Holders Abbott a certificate, certificate signed by the President of the Company, 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 (A) to be filed in on or before the near futuredate such filing would otherwise be required hereunder, then (B) to become effective, or (C) to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company's obligation , (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 use its best efforts comply with requirements of the Commission, the Company shall have the right, but not more than once in any 12-month period, to registerdefer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, qualify or comply under this Section 6.5 shall be deferred for a period not to in any event, exceed one hundred eighty twenty (180120) days from the date of receipt of written request from the Initiating Holdersdays); provided, however, that if the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file effectiveness of a registration statement covering is suspended pursuant to this provision, the Registrable Securities so requested period of such suspension shall be added to the end of the period that such registration statement would otherwise be required to be registered as soon as practicable after receipt effective hereunder so that the aggregate number of the request or requests of the Initiating Holdersdays that such registration statement is required to remain effective hereunder shall remain unchanged.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to the shares of Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 received by notice to such effect to the Company within thirty (30) 20 days after receipt the date of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.55.01: (1A) 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; (2B) 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 sixty ninety (6090) days prior to the Company's ’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 effective; and provided, further, that if the Company's estimate of ’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 is made in good faith;statement. (3D) After the Company has effected two (2) such registrations one registration pursuant to this subparagraph 6.5(a5.01(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4E) If the Company shall furnish to such the Initiating Holders a certificate, certificate signed by the President of the Company, 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 in which case, the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 5.01(a) shall be deferred for a period not to exceed one hundred eighty (180) 180 days from the date of receipt of the written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any twelve (12) month period. Subject to the foregoing clauses (1A) through (4E), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to the shares of Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration 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 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 by delivering a written request received by notice to such effect to the Company within thirty twenty (3020) days after receipt the date of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.55.1: (1A) 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; (2B) 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, 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 faitheffective; (3D) After the Company has effected two (2) such registrations one registration pursuant to this subparagraph 6.5(a5.1(a), each and such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4E) If the Company shall furnish to such the Initiating Holders a certificate, certificate signed by the President of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future. In such case, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.5 5.1(a) shall be deferred for a period not to exceed one hundred eighty (180) 180 days from the date of receipt of the written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1A) through (4E), 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.

Request for Registration. In case (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 registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws as Holders may request 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.52: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2i) During the period starting with the date sixty ninety (6090) days prior to the Company's ’s estimated date of filing of, and ending on the date six sixty (660) months 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 provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for such registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that effective; however, the Company may not delay a requested registration under this paragraph if the Company's estimate of the date of filing such ’s registration statement is made in good faith;will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (3ii) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such Section 2; provided that any registration has been declared or ordered effective and request that (A) is delayed by the securities offered Company pursuant to each Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such two (2) registration have been soldlimit; or (4iii) If the Holder requesting registration is able to sell all of such Holder’s shares requested to be registered under Rule 144 of the Securities and Exchange Commission adopted under the Securities Act; or (iv) If the Company shall furnish to such the Holder or Holders requesting registration 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts to register, qualify or comply under this Section 6.5 shall be deferred defer such filing for a period of not to exceed one hundred eighty (180) more than 120 days from the date of after receipt of written the request from of the Initiating initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) -month period. Subject . (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the foregoing clauses (1) through (4)election of the Holder, the Company shall, 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 Company. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall file a registration statement covering so advise the Holder and the number of shares of Registrable Securities so requested 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 securities to be registered as soon as practicable after receipt for sale by the Company shall be included unless all shares of Registrable Securities requested by the request or requests of the Initiating HoldersHolder to be included in such underwriting are so included.

Request for Registration. 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, 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 give written notice of the proposed registration, qualification or compliance to all Holders and other Holdersholders of registration rights; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 Holders, or other securities of any holder or holders entitled to registration rights, as are specified in a written request received by the Company within thirty fifteen (3015) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.1(a): (1A) 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; (2B) During Prior to the period starting 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 date Commission within sixty (60) days prior to of the Company's estimated date of filing ofsuch 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 effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and that (iv) in the Company's estimate event the Company defers a registration requested hereunder pursuant to this paragraph (C), for a period of time (the date “Deferral Period”), the Company may not again invoke the provisions of filing this paragraph (C) at any time prior to six (6) months following termination of such registration statement is made in good faithDeferral Period; (3D) After 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 subparagraph 6.5(aSection 2.1(a), each and such registrations have been declared or ordered effective; (F) With respect to requests from GE Capital, 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 and the securities offered pursuant to each such registration have been soldeffective; or, (4G) If the Company shall furnish to such the Initiating Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then in which case the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 shall 2.1 may be deferred deferred, but not more than twice in any twelve-month period, for a period not to exceed one hundred eighty sixty (18060) days from the 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 twelve (12) month periodper deferral. Subject to the foregoing clauses paragraphs (1A) through (4G), 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 for registration by the Initiating Holders. 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 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 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 Registrable Securities initially requested by Shamrock or GE Capital, as the case may be, for inclusion in such registration statement are excluded by the managing underwriter pursuant to Section 2.1(b) hereof.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to at least Fifty-One Percent (51%) of the Registrable Securities, the Company will: (i1) promptly give written notice of the proposed 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 reasonable best efforts to promptly effect such registration, 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 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 received by the Company within thirty fifteen (3015) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5SECTION 5.1: (1a) 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; (2b) During the period starting with Prior to nine months from 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 faithhereof; (3c) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 6.5(a)SUBPARAGRAPH 5.1, each and such registration has been declared or ordered effective and has remained effective until the earlier to occur of ninety (90) days or the sale of all of the securities offered pursuant to each such registration have been sold; orregistration; (4d) If the Company shall furnish to such Initiating Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors Directors, it would be seriously detrimental to the Company or its shareholders 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 6.5 SECTION 5.1 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1) through (4)clauses, 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.;

Request for Registration. In case the Company shall receive from Initiating Holders on an aggregated basis, a written request that the Company effect any 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 give written notice of the proposed registration, qualification or compliance to all other Holders, if any; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 other Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.52.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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 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 sixty (60) 60 days prior to the Company's estimated date of filing of, and ending on the date six (6) 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 faitheffective; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.5(a), each and such registration has registrations have been declared or ordered effective and (provided however that for any registration for which the securities offered pursuant holders of 50% or more of the Series A Shares have affirmatively refused to each initiate as Initiating Holders, such registration have been soldshall not be counted against such two demand registrations with respect to the holders of the Series A Shares); or (45) 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 it would be seriously detrimental to the Company or its shareholders 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 6.5 2.5 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1) through (45), 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.

Request for Registration. In case 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, 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 give written notice within ten (10) business days of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, 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 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 received by the Company within thirty ten (3010) business days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.52.5: (1) 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 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 ’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 transaction promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided provided, that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective and that (ii) such registration is subject to the Company's estimate piggyback registration rights of the date of filing such registration statement is made in good faithHolders under Section 2.6.; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.5(a), each and such registration has registrations have been declared or ordered effective and (which, for the securities offered pursuant to each such registration avoidance of doubt, shall mean that the registrations shall have been continuously effective for thirty (30) calendar days, or 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 (47) If (i) the Company shall furnish to such Initiating Holders a certificate, signed by the President of the Company, stating that have indicated in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders request 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file a registration statement covering they intend that the Registrable Securities so requested covered by such request be distributed by means of an underwriting and (ii) the Company and the Initiating Holders are unable to be registered as soon as practicable after receipt obtain the commitment of an underwriter selected by the request or requests Company (subject to the reasonable approval of a majority in interest of the Initiating Holders) to underwrite the offering.

Request for Registration. In case 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, qualification or compliance 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 within 10 days of such request, give written notice of the proposed registration, qualification or compliance 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 best efforts to effect such registration, qualification or compliance registration (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 and any other governmental requirements or regulationsAct) 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 received by delivered to the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.53: (1i) 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; (2ii) During after the Company has effected three (3) such registrations pursuant to this Section 3.1 and such registrations have been declared or ordered 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 sixty fifty-five (6055) calendar days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one-hundred-fifty (6150) months immediately following calendar days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration public offering of securities in a Rule 145 transaction or with respect to an employee benefit plan), for the Company's account; provided that the Company is actively employing in good faith all its reasonable best 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldbe effective; or (4iv) If during the period starting with the date six (6) 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 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 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 it would be seriously detrimental its reasonable best efforts to the Company or its shareholders for a cause such registration statement to be filed in effective and provided further that if the near futureCompany 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's Company shall immediately inform the Holders and cease and have no further obligation to use its best efforts take any action to register, qualify or comply under this effect the registration begun pursuant to Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the 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 twelve (12) month period3.1. Subject to the foregoing clauses (1i) through (4iv), 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 (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 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 that the Board of Directors of the Company in its good faith judgment deems reasonably necessary but in no event shall such period be more than one-hundred-eighty (180) 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 3.2 below, include other securities of the Company that are held by officers or directors of the Company or that are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.

Request for Registration. In case 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, qualification or compliance registration with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 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 received by the Company within thirty ten (3010) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 2; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.52: (1A) 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; (2B) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred and eighty (6180) months 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3C) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the date of receipt of written request from the Initiating Holders2; provided, however, that if the Company may not use this right more than once number of shares to be offered by the Holders in any twelve (12) month periodsuch registration are reduced upon the advice of the managing underwriter below half that proposed to be offered, such registration shall not counted for purposes of determining the number of registrations effected under this Section 2(a). Subject to the foregoing clauses (1A), (B) through and (4C), 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.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance Registration to all other Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration, 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 Act and any other governmental requirements or regulations) 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 received by the Company within thirty ten (3010) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect: (A) any such registration, qualification or compliance Registration pursuant to this Section 6.5: (12(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 registrationRegistration, 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) any such Registration pursuant to this Section 2(a), if the Company has effected two (2) During such Registrations pursuant to this Section 2(a) and such Registrations have been declared or ordered effective; (C) 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 (before 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 estimated ’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 Securities of the Company (other than a registration of securities Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and effective; provided, however, that the Company's estimate Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of the date not more than sixty (60) days, if a filing of filing such any other registration statement is not made in good faith; (3) After within that period, and the Company has effected two may only exercise this right once in any twelve (212) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldmonth period; or (4E) If any such Registration pursuant to this Section 2(a) if the Company shall furnish to such the Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then in which case the Company's ’s obligation to use its reasonable best efforts to register, qualify or comply under with this Section 6.5 2 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) month period. Subject The registration statement filed pursuant to the foregoing clauses (1) through (4), 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 HoldersHolder(s) pursuant to Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other Securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any such Registration (“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, the Registration shall provide for the resale by such partners or members, if requested by such Holder.

Request for Registration. In case (a) If the Company shall receive from Initiating Holders a written request from either at least 50% of the Registrable Securities held by (i) the Management Stockholders or (ii) the Investor Stockholders that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 a registration statement under the Securities Act and any other governmental requirements covering the registration of the requesting Management or regulations) Investor Stockholders' Registrable Securities, then the Company shall use commercially reasonable efforts to effect as may be so requested and soon as would permit or facilitate practicable the sale and distribution registration under the Securities Act 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; provided, however, that the Registrable Securities requested to be registered must have an anticipated aggregate offering price of any Holder or Holders joining in such request as are specified in a written request received by $25,000,000 (prior to the deduction of underwriting discounts and commissions). (b) The Company within thirty (30) 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, however, that the Company shall not be obligated to take any action required to effect more than [two] registrations in any such registration, qualification or compliance pursuant to this Section 6.5:12-month period. (1c) 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; (2) 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If 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, 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts defer such filing for up to register, qualify or comply under this Section 6.5 shall be deferred for a period two periods of not to exceed one hundred eighty (180) more than 45 days from the date of each after receipt of written the request from of the Initiating HoldersManagement Stockholders or Investor Stockholders, as applicable; provided, however, that the Company may not use this right more than once (for a total of up to 90 days) in any twelve (12) -month period. Subject to the foregoing clauses (1) through (4); provided, however, that the Company shall file promptly notify the Management Stockholders or Investor Stockholders, as applicable, requesting a registration statement covering pursuant to this Section 2 of any decision by the Registrable Securities so requested Company to be registered as soon as practicable after receipt of the request abandon or requests of the Initiating Holdersindefinitely delay such public offering.

Request for Registration. In case 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, qualification or compliance registration with respect to the Registrable Securities, Securities the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration, qualification or compliance registration (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 and any other governmental requirements or regulationsAct) 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 received by the Company given within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.52: (1i) 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 ActAct or applicable rules or regulations thereunder; (2ii) During the period starting with the date sixty less than ninety (6090) calendar days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following after the effective date of, of any registration statement pertaining to securities of the Company (declared or ordered effective other than a registration of securities in a Rule 145 transaction on Form S-3 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 faithForm S-8; (3iii) After the Company has effected two (2) such registrations if, while a registration request is pending pursuant to this subparagraph 6.5(a)Section 2, each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) If the Company shall furnish to such Holders a certificatedetermines, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it of the Company, with the advice of counsel, that the filing of a registration statement would be seriously detrimental to 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 shareholders for President to the proposed selling Holders and the Company shall not be required to effect a registration statement pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be filed in material or (B) 90 days after 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 from the date of receipt of written request from the Initiating HoldersCompany makes such good faith determination; provided, however, that the Company may shall not use utilize the right under this right Section 2.1(a)(iii) more than once in any twelve (12) 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. Subject to the foregoing clauses (1i), (ii), (iii) through and (4iv), 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.

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification registration on Form S-1 or compliance with respect to any comparable or successor form under the Registrable SecuritiesSecurities Act, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws 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 received by delivered to the Company within thirty twenty (3020) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.51.3: (1A) In any particular jurisdiction in which After the Company would be required has effected two (2) such registrations pursuant to execute a general consent to service of process in effecting this Section 1.3, such registration, qualification registrations have been declared or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actordered effective; (2B) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after 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), 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 ’s estimate of the date of filing such registration statement is made in good faithfaith in a certificate signed by the President of the Company; (3C) After In any particular jurisdiction in which the Company has effected two (2) such registrations pursuant would be required to this subparagraph 6.5(a)qualify to do business, each execute a general consent to service of process in effecting such registration has been declared unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or ordered effective and the securities offered pursuant to each such registration have been soldsubmit to liabilities for state or local taxes; or (4D) If in the good faith judgment of the Board, such registration would be materially detrimental to the Company shall furnish 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 of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.this

Request for Registration. In case 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 underwritten registration, qualification qualification, or compliance with respect to the Registrable SecuritiesSecurities held by such Initiating Holder or Initiating Holders, then the Company willshall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification 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 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 received by the Company within thirty (30) 20 days after receipt of the date the Company mails such written notice from the Company; providednotice. Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 6.51.5: (1A) 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;: (2B) 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 one hundred eighty (6180) months days immediately following the effective date of, 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 faitheffective; (3C) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has Section 1.5 which have been declared or ordered effective and the securities offered pursuant to each such registration which securities have been sold; or (4D) If the Company shall furnish to such Initiating 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 or its shareholders for a registration statement to be filed in the near future, then in which case the Company's obligation to use its best reasonable efforts to register, qualify or comply under this Section 6.5 1.5 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in within any twelve (12) 12 month period. Subject to the foregoing clauses (1A) through (4D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable within: for any registration which is an IPO, 150 days, and, for any registration which is not an IPO, 60 days, in each case, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders the Investor a written request (a “Registration Notice”) that the Company effect any 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 give written notice thereupon will use commercially reasonable efforts to effect the registration of the proposed registration, qualification or compliance Registrable Securities which the Company has been so requested to all other Holders; and (ii) register as soon as practicable, use its best efforts to effect such registration, qualification or compliance practicable after 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 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. 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.2: (1i) 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 compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2iii) During during the period starting with the date sixty (60) days prior to the Company's ’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 a registration of securities in a Rule 145 transaction or with respect to an employee benefit plana Special Registration Statement), 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 faitheffective; (3iv) After after the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a)Section 1.2, each and such registration has registrations have been declared or ordered effective and effective; (v) during the securities offered 120-day period following a registration effected pursuant to each such registration have been soldthis Section 1.2; or (4vi) If if the Company shall furnish to such Holders the Investor pursuant to this Section 1.2 a certificate, certificate signed by the President Chief Executive Officer of the Company, 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 shareholders stockholders for a registration statement to then be filed in the near futurefiled, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 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 written request the Registration Notice regarding which the Company has furnished such certificate from the Initiating HoldersChief Executive Officer of the Company; provided, however, that the Company may shall not use utilize this right more than once in any twelve (12) -month period. Subject to the foregoing clauses (1i) through (4v), 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 practicable (and in any event within sixty (60) days of receipt of the Registration Notice), after receipt of the request or requests of by the Initiating HoldersInvestor.

Request for Registration. In case (a) If the Company shall receive receives from Initiating a Holder or Holders a written request that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.52: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2i) During the period starting with the date sixty ninety (6090) days prior to the Company's estimated date of filing of, and ending on the date six sixty (660) months 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 provided, that the Company gives notice of its intention to file such registration statement to the Purchaser within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that effective; however, the Company may not delay a requested registration under this paragraph if the Company's estimate of the date of filing such registration statement is made in good faith;will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (3ii) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such Section 2; provided that any registration has been declared or ordered effective and request that (A) is delayed by the securities offered Company pursuant to each Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such three registration have been sold; limit; (iii) If the Holder requesting registration is able to sell all of such holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act or (4iv) If the Company shall furnish to such the Holder or Holders requesting registration 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 or and its shareholders stockholders for a such registration statement to be filed in and it is therefore essential to defer the near futurefiling of such registration statement, then the Company's obligation Company shall have the right to use its best efforts to register, qualify or comply under this Section 6.5 shall be deferred defer such filing for a period of not to exceed one hundred eighty (180) more than 120 days from the date of after receipt of written the request from of the Initiating initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) -month period. Subject . (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the foregoing clauses (1) through (4)election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall file a registration statement covering so advise the Holder and the number of shares of Registrable Securities so requested 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 securities to be registered as soon as practicable after receipt for sale by the Company shall be included unless all shares of Registrable Securities requested by the request or requests of the Initiating HoldersHolder to be included in such underwriting are so included.

Request for Registration. In case 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, qualification or compliance registration with respect to more than 30% of the Registrable Securities, the Company will: (i1) promptly give written notice of the proposed 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, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company within thirty (30) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.5:2(a): (1A) 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 applicable rules or regulations thereunder; (B) After the Company has effected two (2) such registrations pursuant to this Section 2(a) and such registrations have been declared or ordered 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 forty-five (6045) days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six ninety (690) months 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, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction transaction, or a registration on any registration form (including Form S-4) which does not permit secondary sales, with respect to an employee benefit planplan 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4E) If the Company shall furnish to such the Initiating Holders a certificate, certificate signed by the President an officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously significantly detrimental to the Company or its shareholders stockholders for a registration statement to be filed or securities to be offered, in the near future, then which case the Company's ’s obligation to use its best efforts to register, qualify or comply under with this Section 6.5 2 shall be deferred for a period not to exceed one hundred eighty sixty (18060) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) month period. Subject The registration statement filed pursuant to the foregoing clauses (1) through (4), 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 HoldersHolders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (“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, partners, members or holders of other beneficial or equity interests, the registration shall 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 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 person who is not an Initial Holder or any Affiliate of an Initial Holder.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request that the Company effect any 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 within five days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) 15 days after receipt the date of such written notice from the Company; provided, however, that the Company shall not be obligated -------- ------- to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.52.2: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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 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 sixty (60) 30 days prior to the Company's estimated date of filing of, and ending on the date six (6) 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 or with respect to transaction, an employee benefit planplan 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.2(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each sales of such registration Registrable Securities shall have been sold; orclosed; (45) 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 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 2.2 shall be deferred for a period not to exceed one hundred eighty (180) 90 days from the date of receipt of written request from the Initiating Holders; provided, -------- however, that the Company may shall not use this exercise such right more than once in any twelve (12) ------- twelve-month period. Subject to the foregoing clauses (1A) through (4E), 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.

Request for Registration. In case (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 registrationfile a registration statement or similar document under the Act covering Registrable Securities held by such Holders (a "Registration Statement"), qualification or compliance with respect to the Registrable Securities, then the Company will: (i) shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to file a Registration Statement and to effect such registrationregistration of all Registrable Securities that Holders have requested be so registered to be registered under the Act. The Company shall be obligated to effect only two registrations pursuant to this Agreement, qualification and shall not be obligated to effect a registration to the extent that the Holders may sell all their Registrable Securities without being subject to a holding period or compliance volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (includingb) Notwithstanding the foregoing, without limitationin the event that prior to the first anniversary of the date hereof TCI is required to dispose 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, TCI may request the execution of an undertaking Company to file post-effective amendmentsa 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 Section 2(a) above, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Company shall promptly use its best efforts to do so and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate to effect the sale and distribution of all or such portion registration of such Registrable Securities as are specified in such request, together with all or such portion of under the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of such written notice from the CompanyAct; provided, however, that to the Company shall not be obligated to take any action to effect extent any such registration, qualification or compliance request pursuant to this Section 6.5: (12(b) In any particular jurisdiction in which is delivered to 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; (2) During the period starting with the date sixty (60) within 45 days prior to the Company's estimated 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 filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities 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 (other than a registration of securities in a Rule 145 transaction or with respect and upon such request the Holders hereby agree not to) make any sales pursuant to an employee benefit plan)effective Registration Statement for up to two periods of thirty (30) days, as the Company shall specify, 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant shall furnish to each such registration have been sold; or (4) If the Company shall furnish to such Holders Holder a certificate, certificate signed by the President, the Chief Executive Officer or a Vice President of the CompanyCompany stating that, stating that in the good faith judgment of the Board of Directors it Company, such registration and offering 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.materially interfere

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance a registration with respect to the Registrable Securities, the Company will: (i) promptly within ten (10) days give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, subject to the limitations set below, use its best efforts to effect all such registration, qualification or compliance registrations (including, without limitation, the execution of an undertaking to file 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 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's 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 received by the Company given within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.5:subsection 1.2(a): (1A) 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; (2B) During after the Company has effected one (1) such registrations pursuant to this subsection 1.2(a) and such registrations have been declared or ordered effective; (C) during the period starting with within the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six ninety (690) months immediately following days after 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), Company-initiated registration; 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4D) 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 from the date of receipt of written request from if the Initiating Holders; provided, however, that the Company Holders propose to dispose of shares of Registrable Securities which may not use this right more than once in any twelve (12) month periodbe immediately registered on Form S-3 pursuant to a request made under Section 1.4 hereof. Subject to the foregoing clauses (1A) through (4B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, 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"), it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after the furnishing of such a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any period of twelve (12) consecutive months.

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification registration on Form S-1 or compliance with respect to any comparable or successor form under the Registrable SecuritiesSecurities Act, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws 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 received by delivered to the Company within thirty twenty (3020) days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.51.3: (1A) In any particular jurisdiction in which After the Company would be required has effected two (2) such registrations pursuant to execute a general consent to service of process in effecting this Section 1.3, such registration, qualification registrations have been declared or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actordered effective; (2B) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after 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), 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 ’s estimate of the date of filing such registration statement is made in good faithfaith in a certificate signed by the President of the Company; (3C) After In any particular jurisdiction in which the Company has effected two (2) such registrations pursuant would be required to this subparagraph 6.5(a)qualify to do business, each execute a general consent to service of process in effecting such registration has been declared unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or ordered effective and the securities offered pursuant to each such registration have been soldsubmit to liabilities for state or local taxes; or (4D) If in the good faith judgment of the Board, such registration would be materially detrimental to the Company shall furnish 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 of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.5 1.3 shall be deferred for a period not to exceed one hundred eighty twenty (180120) days from the date delivery of receipt of the written request from the Initiating Holders; provided, however, that the Company may Holders and not use this right more than once in any per twelve (12) month period; or (E) If the Initiating Holders propose to dispose of Registrable Securities that may be registered in Form S-3 pursuant to Section 1.4 hereof. Subject to the foregoing clauses (1A) through (4E), 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 that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 1.3 during any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) and Section 1.2 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company within thirty (30) 10 business days after receipt of such written notice from the CompanyCompany is given under Section 2(A)(1)(a) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.5:2(A): (1i) 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 applicable rules or regulations thereunder; (ii) After the Company has effected two (2) such registrations pursuant to this Section 2(A) and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; (iii) 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 estimated good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) 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 during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and effective; provided, however, that the Company's estimate Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of the date not more than ninety (90) days, if a filing of filing such any other registration statement is not made in good faith; (3) After within that period and the Company has effected two may only exercise this right once in any twelve (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold12)-month period; or (4v) If the Company shall furnish to such Holders Warburg Pincus a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future, then in which case the Company's obligation to use its best efforts to register, qualify or comply under with this Section 6.5 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from the Initiating HoldersWarburg Pincus; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) month 12)-month period. Subject The registration statement filed pursuant to the foregoing clauses request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (1i) through other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (4)"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, the Company registration shall file a provide for the resale by such partners, if requested by such Holder. The registration statement covering the rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities so requested to (who shall be registered as soon as practicable after receipt bound by all obligations of the request or requests of the Initiating Holdersthis Agreement).

Request for Registration. In case 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, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i1) promptly give written notice of the proposed 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 best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulationsAct) 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 received by the Company within thirty ten (3010) business days after receipt of such written notice from the CompanyCompany is given under Section 2(a)(i)(1) above; provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.5:2(a): (1A) 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 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; (2) 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; (3B) After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 6.5(a), each Section 2(a) and such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4C) If the Company shall furnish Registrable Securities requested by all Holders to be registered 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 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 less than $7,500,000; (180D) if within thirty (30) days from the date of receipt of a written request from the Initiating HoldersHolder pursuant to Section 2(a), the Company gives notice to the Holders of the 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 propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(c) below; providedor (F) If the Board of Directors, howeverin its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "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 use this right postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4)In addition, the Company shall file a not be required to effect any registration statement covering pursuant to Section 2(a), within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the 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 include in such registration pursuant to Section 2(b). The registration statement filed pursuant to the request or requests of the Initiating HoldersHolders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("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, 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 written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect as soon as practicable such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 received by the Company within thirty (30) 15 days after receipt of such the written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which Prior to six months following the Company would be required to execute a general consent to service closing 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 Initial Public Offering; (2) During the period starting with the date sixty (60) 60 days prior to the Company's ’s estimated date of filing of, and ending on the date six (6) three months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities Securities in a Rule 145 transaction or with respect to an employee benefit plan) pertaining to Securities of the Company (subject to Section 1.6(a) hereof), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to be filed and become effective and that the Company's estimate Company provides the Initiating Holders written notice of the date of filing its intent to file such registration statement is made 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 good faith;any 12-month period. (3) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldSection 1.5; or (4) 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 stockholders for a registration statement to be filed in the near future, then in which case the Company's ’s obligation to use its best efforts to register, qualify or comply register under this Section 6.5 1.5 shall be deferred for a period not to exceed one hundred eighty (180) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use utilize this right more than once in any twelve (12) -month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. (a) In case the Company shall receive from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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 (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 starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six three (63) 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; (34) After the Company has effected two (2) such registrations registration pursuant to this subparagraph 6.5(a1.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (45) 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 1.5 shall be deferred for a single period not to exceed one hundred eighty hundred-twenty (180120) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (45), 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.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request (the "Request") that the Company effect any registration, qualification or compliance 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 give written notice of the proposed registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its best reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act 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 notice received by the Company within thirty twenty (3020) days after such Holder's receipt of such written notice from provided by the CompanyCompany pursuant to Section 4.1(b)(i)(1); provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.5:4.1(b): (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 registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) B. Prior to 270 days following the effective date of the Initial 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 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 Company holder or convertible within twelve (other than a registration 12) months from the date of securities in a Rule 145 transaction or with respect to an employee benefit plan)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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3) D. After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 6.5(a)Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if 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, each and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such registration underwriting and in any underwriting described in Section 4.1(c)(ii) which has been declared or ordered effective and consummated prior to the securities offered date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to each such registration have been soldthis Section 4.1(b); or (4) E. If the Company shall furnish to such Initiating Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Company's Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed at the date filing would be required, in the near future, then which case the Company's obligation to use its best reasonable efforts to register, qualify or comply register under this Section 6.5 4.1(b) shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; providedRequest, however, provided that the Company may not use exercise this deferral right more than once in during any twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case 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, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly 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, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 and any other governmental requirements or regulationsAct) 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided, however, that the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.51.3: (1A) 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) After the Company has initiated two (2) such registrations pursuant to this Section 1.3(a) (counting for these purposes only registrations which have been declared or ordered effective 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, absent such election, have been required to bear such expenses); (C) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after 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), Company-initiated registration; 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4D) If the Company shall furnish Initiating Holders propose to such Holders a certificate, signed by the President dispose of the Company, stating that in the good faith judgment shares 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file a registration statement covering the Registrable Securities so requested which may be immediately registered on Form S-3 pursuant to be registered as soon as practicable after receipt of the a request or requests of the Initiating Holdersmade under Section 1.6 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any 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 within ten days of the receipt by the Company of such notice, give written notice of the proposed 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 best efforts to effect such registration, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5:2.2(a): (1i) 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 Actjurisdiction; (2ii) 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 sixty (60) 60 days prior to the Company's estimated ’s good faith estimate of the date of filing of, and ending on the date six (6) months 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 or transaction, with respect to an employee benefit planplan 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3iv) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aSection 2.2(a), each such registration has which registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4v) 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 it would be seriously materially detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's ’s obligation to use its best efforts to register, qualify or comply under this Section 6.5 2.2 shall be deferred for a period not to exceed one hundred eighty (180) 60 days from the date of receipt of written request from the Initiating Holders; provided, however, that any such deferral periods under this Section 2.2(a)(v) shall not exceed, in the Company may not use this right more than once aggregate, 60 days in any twelve (12) 12 month period. Subject to the foregoing clauses (1) through (4), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to at least fifty percent (50%) of the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, prepare and file with the Commission a registration statement with respect to such security and use its best efforts to effect such registration, 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 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 received by the Company within thirty fifteen (3015) days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.55.1: (1A) 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; (2B) During 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 and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3C) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 6.5(a5.1(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; oreffective; (4D) If the Company shall furnish to such Initiating Holders a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors managing underwriter it would be seriously detrimental to the Company or its shareholders 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 6.5 5.1 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period; or (E) 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 Company. Subject to the foregoing clauses (1A) through (4E), 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.

Request for Registration. In case the Company shall receive from Initiating Holders during the Effectiveness Period a written request from the Initiating Investors that the Company effect any registration, qualification or compliance with respect to Registrable Securities under the Registrable SecuritiesSecurities Act, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicablepracticable but in no event more than 30 days from receipt by the Company of such written request, use its reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable (if any) blue sky or other state securities 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.52: (1A) 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, nor in any jurisdiction in which the Company would be required to subject itself to taxation by such act; (2B) After the Company has already effected a total of two such registrations under the Securities Act pursuant to Section 2(a), with it being understood that such registrations have been declared or ordered effective; (C) During the period starting with the date sixty (60) 10 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, of any registration statement pertaining to securities of the Company or preliminary or final prospectus supplement (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit planplan or with respect to a dividend reinvestment or direct stock purchase plan (DRIP) or with respect to which Section 3(a) applies), and continuing up to the earlier of (x) 90 days immediately following the effective date of any such registration statement pertaining to securities of the Company, (y) the date when the Common Stock is trading at an average (for the trailing 20 trading days) of 110% of the offering price for such registration statement, and (z) the expiration of any lock-up periods to which the Company is subject in an underwritten offering, provided that the Company is actively employing in good faith all reasonable efforts to cause any such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4D) If the Company shall furnish to such Holders the Initiating Investors a certificate, certificate signed by the President Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors it the Company is in possession of material non-public information (including, but not limited to, information regarding a contemplated debt or equity financing), disclosure of which would be seriously cause a serious detrimental effect to the Company or its shareholders for if a registration statement to be were filed in the near future, then the Company's obligation to use its reasonable best efforts to register, qualify or comply under this Section 6.5 2(a) shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from the Initiating Holders45 days; provided, however, that in no event may the Company may not use delay a registration pursuant to this right Section 2(E) more than once in any twelve (12) month period. ; Subject to the foregoing clauses (1A) through (4D), the Company shall file a give prompt written notice (the "Notice of Demand Request") of the Initiating Investors' request to all Investors and, thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration statement covering under the Securities Act of (i) the Registrable Securities which the Company has been so requested to be registered as soon as practicable register in the registration request, for disposition in accordance with the intended method of disposition stated in the registration statement and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after receipt the giving of the request Notice of Demand Request, all to the extent necessary to permit the sale or requests other disposition by the holders of the Initiating Holderssecurities to be registered. Whenever a requested registration is for a firmly underwritten offering, if the managing underwriter for such offering determines that the number of shares of Common Stock requested to be included that are to be sold by Investors is limited due to market conditions, any shares of Common Stock requested to be included by shareholders other than the Investors shall be excluded and, if the number of shares of Common Stock must be further reduced, the Investors proposing to sell their Registrable Securities in such underwriting and registration shall share pro rata in the available portion of the registration statement in question, such sharing to be based upon the number of Registrable Securities then held by such Investors, respectively.

Request for Registration. In case If the Company shall receive from an Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly give written notice of the proposed 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, qualification or compliance registration (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 and any other governmental requirements or regulationsAct) 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 received by the Company within thirty ten (3010) days Business Days after receipt of such written notice from the CompanyCompany is given under Section 2.1(a)(i) above; provided, however, PROVIDED that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.52.1: (1A) 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 applicable rules or regulations thereunder; (2) 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; (3B) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 2.1 and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each sales of such registration Registrable Securities shall have been soldclosed; or (4C) If the Company shall furnish Registrable Securities requested by all Holders to be registered pursuant to such Holders a certificate, signed by the President request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Company, stating that less than $10,000,000; or (D) If in the good faith judgment of the Board of Directors it Board, such registration would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near futureCompany, 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 from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall have the right to delay or suspend the effectiveness of any registration for up to 90 days but not use this right more than once in any twelve (12) month period. Subject The registration statement filed pursuant to the foregoing clauses (1) through (4), 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 HoldersHolders may, subject to the provisions of Section 2.1(b) below, include other securities of the Company which are held by 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 2 shall be assignable, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Section 2).

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to the Registrable Securities, the anticipated aggregate offering price, net of underwriting discounts and commissions, which would equal or exceed $10,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take -------- ------- any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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 June 30, 2001; (3) 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 commencing on the date six (6) months immediately following the effective date of, any of the registration statement pertaining to the initial public offering of 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; (34) If the Company delivers notice to the Holders within thirty (30) days of any registration request of its intent to file a registration statement for an initial public offering of securities within ninety (90) days; (5) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a1.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (46) 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 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 6.5 1.5 shall be deferred for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use this right to delay any requested registration statement shall not be utilized more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (46), 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.

Request for Registration. In case the Company shall receive from Holders of 50% of the issued or issuable Registrable Securities (the "Initiating Holders Holders") a written request that the Company effect any registrationa registration under the Securities Act of 1933, qualification or compliance as amended (the "Securities Act") with respect to the not less than a number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such shares would be reasonably estimated to exceed $3,000,000, the Company will: will (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.58.1: (1A) 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; (2B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock; (C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act; (D) 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 faitheffective; (3E) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 6.5(aparagraph 8.1(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4F) 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 or its shareholders for a registration statement to be filed in the near future, then in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.5 8.1 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1A) through (4F), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to not less than 5% of the shares of Registrable SecuritiesSecurities then outstanding, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best lawful efforts to effect such registration, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.55.1: (1A) 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; (2B) 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 three (63) months immediately following the effective date of, any a 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 (and provided, further, that the Company's estimate Company cannot pursuant to this Section 5.1(a)(ii)(B) or pursuant to Section 5.3(a)(ii)(B) delay implementation of the date of filing such a demand for registration statement is made more than once in good faithany 24-month period); (3C) After the Company has effected two (2) an aggregate of four such registrations which may be effected at the option of the Holders pursuant to either this subparagraph 6.5(aSection 5.1(a) or Section 5.3(a), each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4D) 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 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 reasonable best lawful efforts to register, qualify or comply under this Section 6.5 5.1 shall be deferred once (with respect to any demand for registration hereunder) for a period not to exceed one hundred eighty ninety (18090) days from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may cannot use pursuant to this right Section 5.1(a)(ii)(D) or pursuant to Section 5.3(a)(ii)(D) delay implementation of a demand for registration more than once in any twelve (12) -month period. Subject to the foregoing clauses (1A) through (4D), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to the shares of Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration 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 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 by delivering a written request received by notice to such effect to the Company within thirty (30) twenty days after receipt the date of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 6.55.1: (1A) 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, qualification (i) one year after the effective date of the Company’s first registered public offering of its Common Stock or compliance unless (ii) five years from the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actdate hereof; (2B) During Unless the period starting with requested registration would have an aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, exceeding $5,000,000; (C) Following the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months for 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 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 faitheffective; (3D) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 5.1 (a) in which the Initiating Holders were able to sell at least 50% of the Registrable Securities sought to be included and such registration has been declared or ordered effective and effective; (E) If the securities offered Initiating Holders are able to request a registration on Form S-3 pursuant to each Section 5.3 hereof; (F) Within twelve months after the Company has effected such a registration pursuant to this Section 5.1 (a), and such registration have has been solddeclared or ordered effective; or (4G) If the Company shall furnish to such the Initiating Holders a certificate, certificate signed by the President of the CompanyCompany (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders stockholders for a registration statement to be filed in the near future. In such case, then the Company's ’s obligation to use its best commercially reasonable efforts to register, qualify or comply under this Section 6.5 5.1(a) shall be deferred one or more times for a period not to exceed one hundred eighty (180) 180 days from the date of receipt of written the request from the to file such registration by such Initiating Holder or Holders; provided, however, provided that the Company may not use exercise this deferral right more than once in any per twelve (12) month period. Subject to the foregoing clauses (1A) through (4G), 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.

Request for Registration. In case If at any time after the Company shall receive earlier of six months following the Company's initial public offering and the date which is three years from the Closing Date, an Initiating Holders a written request Holder requests (in writing) that the Company effect any registrationfile a Registration Statement, qualification or compliance with respect provided that the reasonably anticipated aggregate proceeds in a public offering would exceed $15.0 million if such offering would constitute the Initial Public Offering (as defined below) by the Company and $7.5 million in all other cases (prior to the Registrable Securitiespayment of Selling Expenses), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to and in any event within sixty (60) days of the receipt of such written request, effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.2: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) During the ninety (90) day 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 first public offering of the Common Stock (or other securities) of the Company (other than 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 "Initial Public Offering"); (3) If the Company shall deliver notice to the Holders of securities the Registrable Securities within ten (10) days of any registration request of its good faith intent to file a registration statement for the Initial Public Offering within ninety (90) days, together with evidence reasonably satisfactory to the Holders of the Registrable Securities that an underwriter has been engaged in a Rule 145 transaction or connection with respect to an employee benefit plan), such Initial Public Offering; 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 faitheffective; (34) After the Company has effected two three (23) such registrations pursuant to this subparagraph 6.5(a), each 1.2 (a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 has otherwise complied with 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), 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.obligations under

Request for Registration. In case 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, qualification or compliance registration with respect to the Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 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 received by the Company within thirty ten (3010) days after receipt of such written notice from the Company, subject to the terms and conditions of this Section 3; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.53: (1A) 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; (2B) During the period starting with the date sixty (60) days prior to the Company's ’s estimated date of filing of, and ending on the date six one hundred and eighty (6180) months 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 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 from the 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 twelve (12) month periodeffective. Subject to the foregoing clauses (1A) through and (4B), 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.

Request for Registration. In case If (i) prior to the Company's first registered underwritten public offering of its Common Stock, the Company shall receive from an Initiating Holder or Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to shares of Registrable Securities having an expected aggregate offering price of at least $3,000,000, or (ii) subsequent to the Company's first registered underwritten public offering of its Common Stock, the Company shall receive from Holders of Registrable SecuritiesSecurities a written request that the Company effect any registration, qualification or compliance with respect to shares of Registrable Securities having an expected aggregate offering price of at least $10,000,000, the Company will: (i) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; providedProvided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5paragraph 1.2: (1A) 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; (2B) During any period commencing on 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 three (63) 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 faitheffective; (3C) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(aparagraph 1.2(a), each such registration has which registrations have been declared or ordered effective and effective; provided, however that in the securities offered event that any legal restriction or prohibition shall result in the inability of the Holders participating in a registration pursuant to each this paragraph 1.2(a) to sell at least 75% of the Registrable Securities included in any such registration have been sold; orwithin 180 days of the effectiveness thereof, then the Holders shall be entitled to demand an additional registration pursuant to this paragraph 1.2(a); (4D) 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 it would be seriously detrimental to the Company or its shareholders 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 6.5 paragraph 1.2 shall be deferred for a period not to exceed one hundred eighty (180) 120 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1A) through (4D), 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.

Request for Registration. In case If the Company shall receive from Initiating Holders receive, at any time after the earlier of (i) July 24, 2004 or (ii) the date six (6) months after the effective date of the Company's first registered public offering of its stock, a written request from the Holders of at least a majority of the Registrable Securities that the Company effect any registration, qualification or compliance with respect to at least twenty percent (20%) of the Registrable Securities, or any lesser number of shares of Registrable Securities if the anticipated aggregate offering price exceeds $10,000,000, the Company will: (i) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty (30) 20 days after receipt of such written notice from the Company; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.53.5: (1A) In any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2B) 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 transaction, with respect to an employee benefit planplan 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 that the Company's estimate of the date of filing such registration statement is made in good faitheffective; (3C) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 6.5(a)Section 3.5(a) covering all shares requested to be registered by the Holders initiating or joining such request, each and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4D) 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 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 3.5 shall be deferred for a period not to exceed one hundred eighty (180) 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may shall not use this exercise such right more than once in any twelve (12) twelve-month period. Subject to the foregoing clauses (1A) through (4D), 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.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registrationqualification, qualification compliance or compliance with respect to registration of at least 20% of the outstanding Registrable SecuritiesSecurities then held by them, the Company willshall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, 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 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.51.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or 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 (i) six (6) months following the Company's initial public offering or (ii) January 1, 2002. (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 three (63) 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 covered by Rule 145 transaction under the Securities Act (a "Rule 145 Transaction") or with respect a registration of securities on Form S-8 (or any successor form) relating solely 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; (34) After the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a1.5(a), each such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration registrations have been sold; or (45) 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 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 6.5 1.5 shall be deferred for a single period not to exceed one hundred and eighty (180) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (45), 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, and in no event, later than ninety (90) days therefrom.

Request for Registration. (a) In case addition to the Company shall receive from Initiating rights set forth in Articles 2 and 3 hereof, if a Holder or Holders a written request that the Company effect file a registration statement on Form S-3 (or any registration, qualification or compliance with respect successor to Form S-3) for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the Registrable Securitiespublic of which would equal at least $2,000,000 and the Company is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares for such an offering, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, shall use its best efforts to effect cause such registrationshares to be registered for the offering as soon as practicable on Form S-3 (or any such successor form to Form S-3). (b) Notwithstanding the foregoing, 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 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 received by the Company within thirty (30) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5Article 4: (1i) 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; (2ii) During if the Company, within ten (10) days of the receipt of the request of the Holder or Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees); and (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the a date six (6) months immediately which is 180 days following the effective date of, any a registration statement pertaining described in (ii) above or filed pursuant to securities this Article 4 or Articles 2 or 3 hereof (or such shorter period as the managing underwriter of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit planCompany's most recent public offering may agree), 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 the Company's estimate of the date of filing such registration statement is made in good faith; (3) After no other person or entity could require the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or (4) 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 file 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 such period. (180c) days from the 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 twelve (12) month period. Subject to the foregoing clauses (1i) through (4iii), the Company shall file a registration statement on Form S-3 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 Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the 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 for a reasonable period of not more than ninety (90) days after receipt of the request of the Holders (provided, however, that the Company shall not be permitted to exercise such deferral right under this Section 4.1(c) or Section 2.1(c) hereof more than once in any 360-day period).

Request for Registration. In case If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the registration statement filed by the Company covering its Initial Offering, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect any registration, qualification or compliance a registration with respect to all or a part of the Registrable SecuritiesSecurities having a reasonably anticipated aggregate offering price of at least $10,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file 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 and any other governmental requirements or regulationsAct) 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 received by the Company within thirty twenty (3020) days after receipt of such written notice from the Company; provided, however, that the Company is effective. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 6.51.2: (1A) 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 (2B) After the Company has effected one (1) such registration pursuant to this Section 1.2(a) and such registration has been declared or ordered effective; or (C) During the period starting with the date sixty (60) days prior to the Company's estimated good faith estimate of the date of filing of, and ending on the a date six one hundred twenty (6120) months immediately following days after 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 pursuant to an employee benefit plan), provided Section 1.3 hereof; 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 subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4D) If the Company shall furnish Initiating Holders propose to such Holders a certificate, signed by the President dispose of the Company, stating that in the good faith judgment shares 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 from the 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 twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file a registration statement covering the Registrable Securities so requested that may be immediately registered on Form S-3 pursuant to be registered as soon as practicable after receipt of the a request or requests of the Initiating Holdersmade under Section 1.5 hereof.

Request for Registration. In case Subject to the terms of this Agreement, if at any time after January 1, 1996, the Company shall receive from Initiating Holders any Stockholder or group of Stockholders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the anticipated gross offering price of which would exceed $2,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other HoldersStockholders; and (ii) as soon as practicable, use its reasonable best efforts to effect within 60 days of the receipt of such request such registration, 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 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 Stockholder or Holders Stockholders joining in such request as are specified in a written request received by the Company within thirty (30) 15 days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.5Section: (1A) 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; (2B) 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 90 days immediately following the effective date of, 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; (3C) After more than once in any six-month period; (D) after the Company has effected two three (23) such registrations pursuant to this subparagraph 6.5(a)Section, each such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration registrations have been sold; or (4E) If prior to the publication of financial results covering at least thirty (30) days of the combined operations of the Company shall furnish to such Holders a certificate, signed and STG after the merger contemplated by the President Reorganization Agreement has been completed, and such publication is in accordance with the requirements of Accounting Series Release No. 130 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 from the 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 twelve (12) month periodSecurities and Exchange Commission. Subject to the foregoing clauses (1) through (4)clauses, the Company shall file a registration statement Registration Statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of any Stockholder or Stockholders. If, however, the Initiating HoldersCompany shall furnish to the Stockholder or Stockholders requesting a Registration Statement pursuant to this Section a certificate signed by the President or Chief Financial Officer of the Company stating that in the good faith judgment of such officer, it would be detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than 60 days after receipt of the request of the Stockholder or Stockholders requesting such registration.

Request for Registration. In case the Company shall receive from an Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the Company will: (i) promptly within 10 days after the receipt thereof give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registration, qualification or compliance registrations (including, without limitation, the execution of an undertaking to file 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 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 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 received by the Company given within thirty (30) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 6.52: (1A) In at any time prior to or within 90 days following 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 registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2C) During the period starting with the date sixty (60) within 90 days prior to the Company's ’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any a registration statement pertaining to a firmly underwritten public offering of its securities for its own account pursuant to a letter of intent signed by an underwriter and the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)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 ’s estimate of the date of filing such registration statement is made in good faith;; or (3D) After after the Company has effected two (2) such registrations pursuant to this subparagraph 6.5(a), each Section 2(a) and such registration has registrations have been declared or ordered effective and the securities offered pursuant to each such registration have been soldeffective; or (4) 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 from the date of receipt of written request from the Initiating Holders; provided, however, provided that the Company may not use this right more than once complies in any twelve (12) month periodall material respects with the provisions of Section 5 below relating to such registrations. Subject to the foregoing clauses (1A) through (4D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, but in any event within 40 days after receipt of the request or requests of the Initiating Holders.