Common use of Request for Registration Clause in Contracts

Request for Registration. If the Company shall receive from the Preferred Holder a written request that the Company effect a registration with respect to all or a part of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective.

Request for Registration. If after January 1, 1999, the Company Issuer shall receive from the Preferred Holder a written request from any Qualified Holder(s) that the Company Issuer effect a any registration with respect to all or a part of the Registrable SecuritiesSecurities owned by such holder(s), the Company will: (i) within ten (10) days of receipt thereof, Issuer shall promptly give written notice of such request to each other Qualified Holder. Subject to Section 2.9, the proposed registration to all other Holders; and (ii) Issuer shall thereupon promptly use its best efforts diligently to effect such registration Requested Registration and related CLCORP01 Doc: 230115_4 7 qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, ) as may be requested by the Qualified Holder who made the original request and appropriate compliance with by the Securities ActQualified Holders who make written request to the Issuer within 20 days after the giving of the aforesaid notice by the Issuer ("Requesting Holders") and as would permit or facilitate the sale and distribution of all or such portion of such the Registrable Securities as are specified in any such request, together with all or such portion of ; provided that the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company Issuer is delivered. The Company shall not be obligated to effect, or to take any action to effect, effect a Requested Registration or any such registration related qualification or compliance pursuant to this Section 2.12.2: (Ai) In any particular jurisdiction if, within 60 days after receipt of the initial request pursuant to this Section 2.2, the Issuer elects to include in such registration Issuer Common Shares for its own account, whereupon the Issuer shall notify each Requesting Holder that it has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registrable Securities as to which notice was given by the Company would be required Requesting Holders pursuant to execute a general consent this Section 2.2 but subject to service of process the limitations set forth in effecting Section 2.1; CLCORP01 Doc: 230115_4 8 (ii) if the Requesting Holders do not request to include in such registration, qualificationin the aggregate, or compliance, unless the Company is already subject to service in such jurisdiction;at least 3 million Registrable Securities; or (Biii) After if the Company Issuer has initiated effected two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations Requested Registrations on behalf of Qualified Holder(s), which Requested Registrations have been declared or ordered effective and pursuant which effectiveness has not been suspended or stopped by any governmental or judicial authority. If the Requested Registration is a Cutback Registration, the Issuer shall register in such registration (1) first, the Registrable Securities which any Requesting Holder seeks to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred include in connection with such registration, on a pro rata basis based upon the number of such Issuer Common Shares each Requesting Holder seeks to include in such registration shall not count as a registration for purposes of this Section 2.1) and (II2) registrations which have been withdrawn second, the Issuer Common Shares held by the Holders as each Electing Holder, (i) if such Issuer Common Shares are sought to which the Holders have not elected to bear the Registration Expenses be included in such registration pursuant to Section 2.4 hereof except contractual obligations of the Issuer in existence on July 28, 1995, in accordance with the event that respective contractual rights of the holder of such withdrawal is Issuer Common Shares, and (ii) in all other cases, on a pro rata basis based upon material adverse information relating the number of shares each Electing Holder seeks to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any include in such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective.. CLCORP01 Doc: 230115_4 9

Request for Registration. If at any time after the Company Common Stock is registered under the 1934 Act, RXi shall receive from the Preferred Holder a written request (specifying that the Company effect it is being made pursuant to this Section 2 from CytRx that RXi file a registration with respect to all statement under the Securities Act, or a part similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of Registrable Shares the Registrable Securitiesexpected price to the public of which equals or exceeds $1,000,000 (based on the market price or fair value on the date of such request), the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) then RXi shall promptly use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications cause all Registrable Shares that CytRx has requested be registered to be registered under applicable blue sky or other state securities laws, and appropriate compliance with the Securities ActAct on Form S-1 or any other available form. Notwithstanding the foregoing, (i) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company RXi shall not be obligated to effect any such a registration within ninety (90) days of the effective date of a previous registration; or (D) During pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the CompanyRXi’s good faith estimate of the estimated date of filing of, and ending on a date one hundred eighty six (1806) days after months following the effective date of, a Company-initiated registration; registration statement pertaining to an underwritten public offering of securities for the account of RXi, provided that the Company RXi is actively employing all commercially reasonable in good faith its best efforts to cause such registration statement to become effectiveeffective and that RXi’s estimate of the date of filing such registration statement is made in good faith; (ii) RXi shall not be obligated to effect a registration pursuant to this Section 2 within six (6) months after the effective date of a prior registration under this Section 2 (or three (3) months where, due to the requirements of the SEC or other factors beyond CytRx’s control, such prior registration included less than all of the Registrable Shares that CytRx requested to be included therein); and (iii) if RXi shall furnish to CytRx a certificate signed by the President of RXi stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to RXi or its shareholders for a registration statement to be filed in the near future, then RXi’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that RXi shall not be permitted to so defer its obligation more than once in any 12-month period. RXi shall not be obligated to effect more than three registrations on behalf of CytRx pursuant to this Section 2. In order to count as a registration under this Section 2, the registration statement relating to such registration must have included Registrable Shares and must have been ordered or declared effective by the SEC.

Request for Registration. If the Company shall receive from the Preferred Holder a written request that the Company effect a registration any 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) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration Registration to all other Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, Registration as may be so requested and appropriate compliance with the Securities Act) 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 twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (A) In any such Registration pursuant to this Section 2(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or complianceRegistration, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After any such Registration pursuant to this Section 2(a), if the Company has initiated effected two (2) such registrations Registrations pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) registrations which and such Registrations have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)effective; (C) The Company shall not be obligated to effect any such registration within ninety 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 (90before deduction of any Selling Expenses) days of the effective date of a previous registration; orless than $5,000,000; (D) During any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to Securities of the Company (other than a Company-initiated registration; registration of 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 commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period; or (E) any such Registration pursuant to this Section 2(a) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holder(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. If Each Holder shall have the right to cause the Company shall receive from to file under the Preferred Holder a written request that the Company effect Securities Act a registration statement with respect to all or a part portion of the such Holder’s Registrable Securities, Securities in the Company will: (i) within ten (10) days or, if the registering entity is an entity other than the Company, a number of receipt thereofregistrable securities representing all or a portion of such Holder’s indirect interests in such registering entity and upon the effectiveness of such registration statement, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts if such Holder’s Shares have not previously been exchanged for such registrable securities, to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance exchange in accordance with the Securities Act) 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 terms 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(aAgreement) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1“Demand Registration”) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all use commercially reasonable best efforts to cause such registration statement to become effective; provided, however, that (i) no Holder shall be entitled to effect a Demand Registration more than twice and (ii) the Company shall not be required to file and cause to become effective more than two (2) registration statements in any twelve (12) month period. If the Company furnishes to the Holder or Holders requesting a registration statement pursuant to this Section 3(a) a certificate signed by the Chief Executive Officer or President of the Company within thirty (30) days of receipt of the Demand Registration stating that, (i) in the good faith judgment of the Board, a material acquisition or disposition by the Company is being negotiated or has been publicly announced or that such registration statement would have a material detrimental effect on the Company, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after the receipt of the Demand Registration or (ii) the Company has on file or has current plans (which will be diligently pursued) to file another registration statement with the Commission, other than a Form S-8 relating to employee shares or stock options, then the Company shall have the right to defer the filing of the registration statement for a period of not more than one hundred and eighty (180) days after the receipt of the Demand Registration; provided, however, that the Company may not utilize these deferral rights more than once in any twelve (12) month period. Unless the Company shall elect to defer the Demand Registration as provided in the previous sentence, upon such receipt of such Demand Registration, the Company shall within ten (10) business days after receipt of such request, give written notice of such request to all other Holders, if applicable, and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within thirty (30) business days after it gives the Notice to the applicable Holders subject to paragraph (b) below. Unless the Holder (or a majority interest of the Holders, if applicable) demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder, if applicable), shall be permitted to offer securities under any such Demand Registration. Each Holder agrees that if the Company determines that there are material developments which the Company determines require the filing of a post-effective amendment to the Registration Statement, then each Holder agrees to refrain from selling any Registrable Securities until the post-effective amendment is declared effective. The Company agrees to file and attempt to have declared effective such post-effective amendment as soon as reasonably practical. Except as set forth in Section 8, the Company shall not be deemed to have effected a Demand Registration unless and until such Demand Registration is declared effective and the Registrable Securities registered thereunder have been sold pursuant thereto. Any such Registration Statement shall be subject to piggyback rights as described under Section 5 below.

Request for Registration. If at any time after the Company shall receive from Commencement Date, but on not more than two occasions, one or more Holders who in the Preferred Holder aggregate hold at least a majority of the Registrable Securities (together, the "Requestor") submits a written request (a "Demand Notice") to the Company that the Company effect register Registrable Securities under and in accordance with the Securities Act (a registration with respect to all or a part "Demand Registration"), then (if the anticipated aggregate offering price, net of the Registrable Securitiesunderwriting discounts and commissions, would exceed $10,000,000) the Company willshall: (i) within ten (10) five days after receipt of receipt thereofsuch Demand Notice, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best diligent efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, as may be so requested and appropriate compliance with the Securities Act) 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 requests received by the Company within twenty (20) 20 days after such the date the Company mails the written notice from referred to in clause (i) above. Notwithstanding the foregoing, if the Company shall furnish to the Requestor a certificate signed by the President of the Company stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is deliveredtherefore advisable to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding any other provision of this Section 2.02, if the managing underwriter of any underwritten offering effected pursuant to this Section 2.02 determines that market factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall not so advise all Holders distributing Registrable Securities through such underwriting, and there shall be obligated to effect, or to take any action to effect, any excluded from such registration pursuant and underwriting, to this Section 2.1: (A) In any particular jurisdiction the extent necessary to satisfy such limitation, Registrable Securities allocated in which proportion, as nearly as practicable, to the Company would be respective amounts of Registrable Securities required to execute be included (determined without regard to any requirement of a general consent request to service of process be included in effecting such registration) in such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the held by all Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for filing the registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days statement. To facilitate the allocation of the effective date of a previous registration; or (D) During the period starting shares in accordance with the date sixty (60) days prior above provisions, the number of shares allocated to any Holder may be rounded to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectivenearest 100 shares.

Request for Registration. If (a) As promptly as possible, and in any event within thirty (30) calendar days of the Closing (the “Filing Deadline”), the Company shall receive from file with the Preferred Holder SEC a written request that shelf Registration Statement pursuant to Rule 415 under the Company effect a registration with respect to all or a part Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, the Company will: (i) within ten (10) days by such other means of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified the Holders may reasonably specify (the “Initial Registration Statement”), relating (b) Notwithstanding the registration obligations set forth in such requestthis Section 2.1.1, together with in the event the SEC informs the Company that all or such portion of the Registrable Securities cannot, as a result of any Holder or Holders joining in such request the application of Rule 415, be registered for resale as are specified in a written request received by secondary offering on a single registration statement, the Company within twenty agrees to promptly (20i) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service inform each of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) thereof and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all use its commercially reasonable efforts to cause such file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to become effectivebe registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced: first by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise); second by Registrable Securities represented by the Pre-Funded Warrant; and third by Registrable Securities represented by Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement.

Request for Registration. If Unless this Warrant is exercised pursuant to Section 1.1(b) hereof, if, at any time prior to the Company shall receive from fifth anniversary of the Preferred Holder a written date hereof, Holders holding the greater of (i) at least twenty-five percent (25%) of the combined total of Warrant Shares issuable and Warrant Shares outstanding pursuant to the Second Warrant and any prior or subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable pursuant to the First Warrant, at such time request that the Company effect file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to the Company) under the Securities Act, as soon as practicable thereafter the Company shall use its commercially reasonable efforts to file a registration statement with respect to all or a part Warrant Shares that it has been so requested to include (so long as such Warrant Shares represent the greater of the Registrable Securitiesamount set forth in clause (i) or clause (ii) above)(the "Demand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders thereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to effect the proposed sale or other disposition, which period shall be not less than thirty (30) days; provided, however, the Company will: shall be entitled to defer such registration for a period of up to forty-five (i) within ten (1045) days if and to the extent that its Board of receipt thereof, Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice to the Holders and the holders of any other Warrants and/or the proposed holders of any Warrant Shares who or that have not made a request to the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration to all other Holders; and (ii) or qualification, and shall use its best commercially reasonable efforts to effect as expeditiously as possible such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution qualification of all or such portion of such Registrable Securities as other Warrant Shares that are specified in such request, together with all or such portion then held and/or that may be acquired upon the exercise of the Registrable Securities of any Warrants, the Holder or Holders joining in holders of which have requested such request as are specified in a written request received by the Company registration or qualification within twenty fifteen (2015) days after such written notice from has been given by the Company is deliveredCompany. The Company shall not be obligated required to effect, effect a registration or to take any action to effect, any such registration qualification pursuant to this Section 2.1: (A2.2(a) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date total of one hundred eighty (1801) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveoccasion.

Request for Registration. If the Company shall receive from the Preferred Holder Warburg Pincus, at any time, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is delivered. The given under Section 2(A)(1)(a) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (Bii) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a2(A) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant the sales of such Registrable Securities shall have closed; (iii) If the Registrable Securities requested by all Holders to which securities have been sold (other than if the Holders elected not to sell securities be registered pursuant to such registration; provided that, 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 Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1Initial Public Offering); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Div) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a the date one hundred eighty (180) days after immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a Company-initiated registration; 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 commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to Warburg Pincus a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) 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") 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 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).

Request for Registration. If Subject to the conditions of this Section 2(a), if the Company shall receive from the Preferred Holder Initiating Holder, at any time on or after the second anniversary of the date hereof, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated two effected one (21) such registrations registration pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) registrations which have and such registration has been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)effective; (C) The If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000; (D) if within thirty (30) days of receipt of a written request from the Initiating Holder pursuant to Section 2(a), the Company shall 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; or (F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "Requested Registration") should not be obligated 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 effect any 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 effective date 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 previous registration; or (Dregistration statement that is subject to such postponement or withdrawal) During and of the period starting with fact that the date sixty (60) days prior Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the Company’s good faith estimate of contrary contained herein, the date of Company may not postpone or withdraw a filing ofdue to a Valid Business Reason more than once in any twelve (12) month period. In addition, and ending on a date one hundred eighty the Company shall not be required to effect any registration pursuant to Section 2(a), within ninety (18090) days after the effective date of, a Company-initiated registration; provided that of any other Registration Statement of the Company is actively employing all commercially reasonable efforts if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to cause include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Section 2(b). The registration statement filed pursuant to become effectivethe request of the Initiating Holders 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. If If, at any time after November 10, 2000, the Company shall receive from the Preferred Holder Requisite Holders a written request that the Company effect a the registration with respect to all or a part under the Securities Act of the resale of Registrable SecuritiesSecurities held by such Requisite Holders (a "Demand Registration"), then the Company willshall: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and; (ii) use its best efforts to effect such effect, as soon as practicable, the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate Act of the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestwhich the Company has been so requested to register, 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 twenty (20) 20 days after the Company mails such written notice from in accordance with the Company is delivered. The registration procedures set forth in Section 6 hereof and to keep effective for 120 days after the effective date; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.1under the Securities Act: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After after the Company has initiated two (2) effected three such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) registrations 2 which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registrationsold; or (DB) During If less than the period starting with Requisite Securities are requested to be included in the date sixty registration. (60iii) days prior the Holder shall be entitled to make a request for one shelf registration pursuant to Rule 415 of the Securities Act, which request may be for a shelf registration of not more than 12 month duration. This shall count as one Demand Registration under Section 2(a)(ii)(A). Subject to the Company’s foregoing clauses 2(a)(ii)(A), 2(a)(ii)(B) and 2(a)(iii) the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, and in any event within 90 days, after receipt of the request or requests of the Requisite Holders; provided, however, that if the Company shall within five days of such demand furnish to such Holder a certificate signed by the president of the Company stating that in the good faith estimate judgment of the date board of filing ofdirectors of the Company, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that it would be detrimental to the Company is actively employing all commercially reasonable efforts to cause or its shareholders for such registration statement to become effectivebe 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 not to exceed 90 days from receipt of such Holder's request. The Company's right to delay such registration as set forth in the previous sentence may only be exercised one time during any twelve month period.

Request for Registration. If the Company shall receive from an Initiating Holder, at any time after the Preferred Holder Effective Date, subject to Section (2)(j), if applicable, a written request that the Company effect a any registration with respect to all or a part more than 30% of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, but in no event prior to the time permitted under the Initial Underwriting Agreement, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)closed; (C) The Company shall If the Registrable Securities requested by all Holders to be registered pursuant to such request do not be obligated to effect have an anticipated aggregate public offering price (before any such registration within ninety (90underwriting discounts and commissions) days of the effective date of a previous registration; ornot less than $5,000,000; (D) During the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a the date one hundred eighty ninety (18090) days after (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, or a registration on any registration form (including Form S-4) which does not permit secondary sales, with respect to an employee benefit plan or with respect to the Company-initiated registration’s first registered public offering of its stock); provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (E) If the Company shall furnish to the Initiating Holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its stockholders for a registration statement to be filed or securities to be offered, in which case the Company’s obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders 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. If (a) Subject to the Company terms and conditions of this Agreement, if the Corporation shall receive from at any time following one hundred eighty (180) days after the Preferred Holder effective date of the registration of the IPO, a written request that from the Company effect a registration with respect to all or a part Holders of at least ten percent (10%) of the Registrable Securities, Securities then outstanding that the Company will: (i) within Corporation file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities then outstanding, then the Corporation shall, within 10 days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and (ii) Holders and shall, subject to the limitations of subsection 2(b), use its reasonable best efforts to effect effect, as soon as practicable following the receipt of, and in any event within sixty (60) days of the receipt of, such request, such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion Registrable Securities which the Holders request to be registered within 20 days of the mailing of such Registrable Securities as are specified notice by the Corporation; provided, however, that the Corporation shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Corporation is already subject to service in such requestjurisdiction and except as may be required by the Securities Act. (b) If the Holders initiating the registration request under subsection 2(a) (each, together with all or such portion of an “Initiating Holder”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 2 and the Corporation shall include such information in the written notice referred to in subsection 2(a). The underwriter will be selected by the Corporation and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder or Holders joining to include his Registrable Securities in such request registration shall be conditioned upon such Holder’s participation in such 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 Corporation as provided in subsection 5(f)) 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, if the underwriter advises the Corporation in writing that marketing factors require a limitation of the number of equity interests to be underwritten, then the Corporation shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Corporation owned by each participating Holder; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are specified in first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Corporation shall furnish to the Initiating Holders a written request received certificate signed by the Company within twenty Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be materially detrimental to the Corporation and its Members for such registration statement contemplated by subsection 2(a) to be filed and it is therefore essential to defer the filing of such registration statement, because such action would require the Corporation to make an Adverse Disclosure (20such event, a “Suspension Event”), upon giving prompt written notice to the Members, the Corporation shall have the right to defer such filing for a period of time determined in good faith by the Board to be necessary for such purpose and in no event longer than ninety (90) days after such receipt of the request of the Initiating Holders, as applicable, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Corporation may not utilize this right more than once in any twelve-month period. In the event that the Corporation exercises its right under the preceding sentence, the Corporation shall promptly give the Holders written notice from thereof and shall use its reasonable best efforts to cause such registration statement to become effective or to amend or supplement such registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of such registration statement or filing thereof as soon as reasonably practicable following the Company is deliveredconclusion of the applicable Suspension Event and its effect. The Company Corporation shall promptly give the Holders written notice of the conclusion of any Suspension Event and its effect. (d) In addition, the Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (Bi) After the Company Corporation has initiated two effected three (23) registrations on behalf of the Initiating Holders pursuant to this Section 2 and such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and effective; provided, however, that a registration pursuant to which securities have been sold (other than if this Section 2 shall only count for the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1clause (i) and if at least seventy five percent (II75%) registrations of the Registrable Securities which have been withdrawn by the Holders as request to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except be sold are sold in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)requested registration; (Cii) The Company shall not be obligated Prior to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 180 days after the effective date of, of the IPO registration statement; or (iii) If the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts request made pursuant to cause such registration statement to become effectiveSection 4.

Request for Registration. If at any time the Company shall receive from any Holder or group of Holders holding at least a majority in interest of the Preferred Holder Registrable Securities (the “Initiating Holders”) a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as 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 twenty ten (2010) days after receipt of such written notice from the Company is delivered. The Company, subject to the terms and conditions of this Section 2; Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the estimated date of filing of, and ending on a the date one hundred and eighty (180) days after immediately following the effective date of, a any Company-initiated registration; 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; (C) After the Company has effected two (2) registrations pursuant to this Section 2; provided, however, if the number of shares to be offered by the Holders in any such 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 (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. If In case the Company shall receive from the Preferred Holder Initiating Holders, GE Capital or Shamrock (each herein “Initiating Holders”) a written request that the Company effect a registration any registration, qualification or compliance with respect to all (1) in the case of a request from Preferred Initiating Holders, not less than 33% of the aggregate Registrable Securities then outstanding (or a part 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) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all Holders and other Holdersholders of registration rights; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request 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 twenty fifteen (2015) days after receipt of such written notice from the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1:2.1(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After Prior to the Company has initiated two earlier of (2i) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thatAugust 14, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) 2002 and (IIii) registrations which have been withdrawn by six months after the Holders as to which closing of the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)Company’s initial firm commitment public offering; (C) The If the Company, within fifteen (15) days of a request from Initiating Holders, gives notice of its intention to file a registration statement with the Commission within sixty (60) days of the date of such notice, during the period commencing on the date such notice is given and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company shall not be obligated (other than a registration of securities in a Rule 145 transaction or with respect to effect an employee benefit plan), provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any such registration event so files it within ninety (90) days following advice to the Initiating Holders of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing ofintent to make such filing, and ending on a date one hundred eighty (180ii) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this paragraph (C), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (C) at any time prior to six (6) months following termination of such Deferral Period; (D) With respect to requests from Preferred Initiating Holders, after the Company has effected at the request of Preferred Initiating Holders three (3) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (E) With respect to requests from Shamrock, the Company has effected at the request of Shamrock two (2) such registrations pursuant to this Section 2.1(a), 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; or, (G) If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 may be deferred, but not more than twice in any twelve-month period, for a period not to exceed sixty (60) days per deferral. Subject to the foregoing paragraphs (A) through (G), 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 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. If In case the Company shall receive ------------------------ from the Preferred Holder Initiating Holders a written request that the Company effect a registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the anticipated aggregate offering price, net of underwriting discounts and commissions, of which would exceed $5,000,000, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 30 days after receipt of such written notice from the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, -------- ------- effect any such registration registration, qualification or compliance pursuant to this Section 2.11.5: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After prior to the date six (6) months immediately following the effective date 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); (C) after the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) 1.5(a), such registrations which have been declared or ordered effective and pursuant to which the securities have been sold (other than if the Holders elected not to sell securities offered pursuant to such registration; provided thatregistrations have been sold, if except that until Holders who hold Series D Registrable Securities have initiated two such registrations and sold at least 80% of the Registrable Securities requested to be registered by such Holders, then such Holders pay shall continue to have the Registration Expenses incurred in connection with such registration, such right to request registration shall not count as a registration for purposes of pursuant to this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.11.5(a); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During if the period starting with Company shall furnish to such Holders a certificate signed by the date sixty (60) days prior 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 good faith estimate of the date of filing of's obligation to use its best efforts to register, and ending on qualify or comply under this Section 1.5 shall be deferred for a date one hundred eighty (180) days after the effective date of, a Company-initiated registrationperiod not to exceed 90 days; provided that the Company is actively employing all commercially reasonable efforts shall not exercise its right under this clause to cause defer such obligation more than once in any twelve-month period. Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable, but in any event no later than 60 days, after receipt of the request or requests of the Initiating Holders.

Request for Registration. If at any time after the Company earlier of (i) one hundred twenty (120) days after any registration statement covering a public offering of securities of the Corporation under the Securities Act having become effective and (ii) the fourth anniversary of the date of this Agreement, the Corporation shall receive from the Preferred Holder a written request (specifying that it is being made pursuant to this Section 2) from the Holder or Holders of at least twenty-five percent (25%) of the then outstanding Registrable Securities (and, solely for purposes of calculating such percentages (and not for any other purpose) any shares of Common Stock issued either to Bachovchin or to K▇▇▇▇▇▇ pursuant to the exercise of stock options heretofore or hereafter granted either to Bachovchin or to K▇▇▇▇▇▇ shall be excluded from the definition of Registrable Securities) that the Company effect Corporation file a registration with respect to all statement under the Securities Act, or a part similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of at least the Registrable Securities, the Company will: lesser of (i) within ten at least twenty-five percent (1025%) days of receipt thereof, give written notice of the proposed registration to all other Holders; and then outstanding Registrable Securities or (ii) the number of Registrable Securities having an aggregate expected offering price to the public of at least $5,000,000, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications cause all Registrable Securities that Holders have requested be registered to be registered under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate ; provided, that if the sale and distribution of all or such portion request hereunder is for an initial public offering, the reasonably anticipated aggregate price to the public of such initial public offering, including all securities to be sold by the Corporation and all shares of Registrable Securities Stock as are specified in to which registration shall have been requested, shall be greater than $10,000,000, and the managing underwriter (or co-managing underwriter) of such request, together offering shall be an underwriter with all or such portion a national reputation for serving as managing underwriter for initial public offerings selected by the Corporation and reasonably acceptable to a majority of the Holders of the Registrable Securities of any Holder or Holders joining being sold in such request as are specified in a written request received by offering. Notwithstanding the Company within twenty foregoing: (20a) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company Corporation shall not be obligated to effect any such a registration within ninety (90) days of the effective date of a previous registration; or (D) During pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the CompanyCorporation’s good faith estimate of the estimated date of filing of, and ending on a date one hundred eighty twenty (180120) days after following the effective date of, a Company-initiated registration; registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Company Corporation is actively employing all commercially reasonable in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; (b) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 one hundred twenty (120) days after the effective date of a prior registration effected pursuant to this Section 2; (c) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its stockholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed three (3) months and (d) unless the Holders agree to bear the costs of any special audit, the Corporation may postpone a registration pursuant to this Section 2 for such period of time as may be necessary to permit the use of regular audited year end figures with supplemental short period figures, provided that such postponement shall not exceed three (3) months, after which time the Corporation shall bear the cost of any such special audit as may still be required. The Corporation shall not be obligated to effect more than three (3) registrations pursuant to this Section 2. Any request for registration under this Section 2 must be for a firm commitment underwritten public offering to be managed by an underwriter or underwriters of recognized national standing selected by the Corporation and reasonably acceptable to a majority of the Holders of the Registrable Securities being sold in such offering. At any time before a registration statement filed pursuant to this Section 2 becomes effective, the Holders of a majority of Registrable Securities included in such registration statement may request that the Corporation withdraw or not file such registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, a material adverse effect or a similar event related to the business, properties, condition, operations or prospects of the Corporation not known (without imputing the knowledge of any other person to such Holders) by the Holders initiating such request at the time their request was made, or other material facts not known to such Holders at the time their request was made, the Holders shall be deemed to have used one of their registration rights under this Section 2; provided, that the Holders shall not be deemed to have used one of their registration rights under this Section 2 if the Holders of the Registrable Securities included in such registration statement agree to reimburse the Corporation for its reasonable out-of-pocket expenses in connection with such withdrawn registration statement.

Request for Registration. (a) If the Company shall receive from at any time after the Preferred Holder 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 file a registration statement under the Act covering the registration of such Holders’ Registrable Securities with respect an aggregate offering price expected to all or a part of the Registrable Securitiesexceed $2,000,000, then the Company will: (i) shall, within ten (10) days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and (ii) Holders and shall, subject to the limitations of Section 1.3(b), use its best efforts to effect such as soon as practicable the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution Act of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of which the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company to be registered within twenty (20) days after of the mailing of such written notice from by the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1:1.3(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Di) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the estimated date of filing of, and ending on a the date one hundred eighty (180) days after immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration; 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; (ii) After the Company has effected two (2) such registrations pursuant to this Section 1.3(a), and such registrations have been declared or ordered effective; (iii) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.3(a) shall be deferred for a period not to exceed 60 days (which may be extended by the Company for an additional 60 days if in the good faith judgment of the Board of Directors the serious detriment was continuing) from the date of receipt of written request from the Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; (iv) During any lock-up period agreed to by Holder. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.3, and the Company shall include such information in the written notice referred to in Section 1.3(a). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (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 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.3, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder participating in such underwriting.

Request for Registration. (a) (i) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Act in connection with the initial public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which 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 which are also being registered), the Company shall, if permitted under the Act and the rules and regulations promulgated thereunder, include in such registration statement the Registrable Securities. The Registrable Securities shall not be part of the underwritten offering, but may be resold by the Investors subject to the market stand-off set forth in Section 1.14 hereof and subject to the provisions of Rule 41.5 of the Act. (ii) If the Company is not permitted under the Act and the rules and regulations promulgated thereunder to include the Registrable Securities in a registration statement related to an initial public offering of its stock as set forth in clause (ii) above, and if the Company shall receive from at any time after six (6) months following the Preferred Holder effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company effect file a registration with respect to all or a part statement under the Act covering the registration of the Registrable SecuritiesSecurities then outstanding with an aggregate offering price, net of underwriting discounts and commissions of no less than two million dollars ($2,000,000), then the Company willshall: (iA) within ten (10) days of the receipt thereof, give written notice of the proposed registration such request to all other HoldersHolders in accordance with Section 3.5; and (iiB) use its best efforts to effect such as soon as practicable the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution Act of all or such portion of such Registrable Securities as are specified in such requestwhich the Holders request to be registered, together with all or such portion subject to the limitations of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company subsection 1.2(b), within twenty (20) days after of the mailing of such notice by the Company in accordance with Section 3.5. (b) If the Holders initiating the registration request in accordance with Section 1.2(a)(ii) ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a)(ii), and the Company shall include such information in the written notice from referred to in subsection 1.2(a)(ii). The underwriter will be selected by the Company is deliveredand shall be reasonably acceptable to a majority in interest of the Initiating Holders. The In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company, and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in accordance with Section 1.8 hereof. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to Section 1.2(a)(ii), 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 shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 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. (d) In addition, the Company shall be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:1.2(a)(ii): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (Bi) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a1.2(a)(ii) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)effective; (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Dii) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days (or, if shorter, the date the market stand-off time period expires pursuant to Section 1.14) after the effective date of, a Company-initiated registrationregistration subject to Section 1.3 hereof; provided that the Company is actively employing on good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that are eligible to registered on Form F-3 pursuant to a request made pursuant to Section 1.12 below.

Request for Registration. If at any time after the later of (i) June 1, ------------------------- 2002, and (ii) six months after the closing of the IPO, the Company shall receive from any Holder or group of Holders holding at least 20% of the Preferred Holder Registrable Securities a written request that the Company effect a registration any registration, qualification or compliance with respect to all or a part an offering of the Registrable SecuritiesSecurities with aggregate proceeds (after deduction for Selling Expenses) of at least $5,000,000, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request; provided, together with all or such portion of however, that the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.15: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B2) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a5(a); (3) Less than six months after the closing of the IPO; (counting 4) Upon delivery, within 30 days of receipt of a request for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell registration of securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) 5, of notice to the Holders requesting registration at of the time Company's intention to file a registration statement with respect to shares of their request for registration under Section 2.1its Common Stock pursuant to the Securities Act within 120 days of such notice. Subject to the foregoing clauses (1); , (C2), (3) The and (4) the Company shall not file a registration statement covering the Registrable Securities so requested to be obligated to effect any such registration within ninety (90) days registered as soon as practicable after receipt of the effective date request or requests of a previous registrationany Holder or Holders; or (D) During provided, however, that if the period starting with the date sixty (60) days prior Company shall furnish to the Holders requesting a registration pursuant to this Section 5 a certificate signed by the Company’s 's Chief Executive Officer or Chairman of the Board stating that in the good faith estimate judgment of the date Board of filing ofDirectors of the Company, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that it would be seriously detrimental to the Company is actively employing all commercially reasonable efforts to cause and its stockholders for such registration statement to become effectivebe filed and it is therefore necessary to defer the filing of the registration statement, the Company shall have the right to defer such filing for a period not in excess of 120 days in any twelve-month period.

Request for Registration. If (i) The Company shall be required to proceed with the registration requirements of Section 1.2(a)(ii) below if, at any time after the date that is the earlier of two (2) years after the date hereof and six (6) months after the first registration effected by the Company of any of its securities, the Company receives a written request for a registration: (A) From the Holder or Holders of a Substantial Amount of Registrable Securities; provided, however, that the Company shall receive not be obligated to take any action to effect any such registration pursuant to this Section 1.2(a)(i)(A) after the Company has effected two (2) registrations initiated pursuant to this Section 1.2(a)(i)(A). (B) After the Company has effected two (2) registrations initiated pursuant to clause (A) above, from the Holder or Holders of a majority of the Series E Preferred Holder a written request Stock; provided, however, that the Company shall not be obligated to take any action to effect any registration pursuant to this Section 1.2(a)(i)(B) after the Company has effected one (1) registration initiated pursuant to this clause (B). (C) After the Company has effected two (2) registrations initiated pursuant to clause (A) above, from the Holder or Holders of a registration with respect to all or a part majority of the Registrable SecuritiesWarrant Shares; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2(a)(i)(C) after the Company has effected one (1) registration initiated pursuant to this clause (C). (ii) If, pursuant to Section 1.2(a)(i) above, the Company will: is required to proceed with the registration requirements, the Company will (iA) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and and (iiB) as soon as practicable, use its diligent best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under the applicable blue sky or other state securities laws, and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders' 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 notice given to the Company within twenty thirty (2030) days after such receipt of the written notice from the Company that is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such required under this Section 1.2(a)(ii); provided that if a registration effected pursuant to this Section 2.1: 1.2 covers less than eighty percent (A80%) In of the Registrable Securities requested to be included by the Initiating Holders (together with such portion of the Registrable Securities of any particular jurisdiction other Holder or Holders joining in which such request) or if the request for registration is subsequently withdrawn by the Initiating Holders (and the Holders of the Registrable Securities pay for the expenses incurred by the Company would pursuant to such withdrawn registration request to the extent they may 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; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a1.5(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thathereof), if the Holders pay the Registration Expenses incurred in connection with such registration, then such registration shall not count as a registration for purposes of this Section 2.1) 1.2; and (II) registrations which have been withdrawn by further provided, that the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.2 within three (3) months after the filing date of any other registration within ninety filed under the Securities Act (90) days other than registration statements relating to employee stock or stock purchase plans or relating solely to transactions under Rule 145 of the effective date General Rules and Regulations promulgated under the Securities Act or to debt securities) in which the holders of a previous registration; orRegistrable Shares shall have been permitted to participate pursuant to the foregoing provisions of this Section 1.2(a) or Section 1.3. (Diii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date ofFor purposes hereof, a Company-initiated registration; provided that registration will be deemed not to have been effected (i) unless and until the Company registration statement related to such request is actively employing declared effective by the SEC and remains effective for a period of at least 180 days or until all commercially reasonable efforts the securities registered pursuant thereto have been sold, whichever is the first to cause occur, (ii) if, after such registration statement to has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Holders, unless all stop orders, injunctions and orders shall have been lifted or rescinded, all requirements shall have been satisfied or waived, and the registration statement has thereafter become effective again and remains effective for the period described in clause (i) of this Section 1.2(a)(iii) and (iii) if the customary conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of any Holder.

Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the Preferred Holder 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 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) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is deliveredeffective. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction;jurisdiction and except as may be required by the Securities Act; or (B) After the Company has initiated two effected one (21) such registrations registration pursuant to this Section 2.1(a1.2(a) (counting for these purposes only (I) registrations which have and such registration has been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registrationeffective; or (DC) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date one hundred eighty twenty (180120) days after the effective date of, a Company-initiated registrationregistration pursuant to Section 1.3 hereof; provided PROVIDED that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (D) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.

Request for Registration. If the Company In case Echelon shall receive from the Preferred Holder ------------------------ Initiating Holders a written request that the Company Echelon effect a registration any registration, qualification or compliance with respect to all or a part not less than 1,500,000 shares (appropriately adjusted for stock splits, stock dividends, recapitalizations and the like) of the Registrable Securities, the Company Echelon will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company Echelon within twenty (20) 20 days after receipt of such written notice from the Company is delivered. The Company Echelon; Provided, however, that Echelon shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.11.5: (A1) In any particular jurisdiction in which the Company Echelon would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company Echelon is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating Prior to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of date one year after the effective date of a previous registration; orEchelon's first registered public offering of its stock; (D3) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the Echelon's estimated date of filing of, and ending on a the date one hundred eighty three (1803) days after months immediately following the effective date of, any registration statement pertaining to securities of Echelon (other than a Company-initiated registration; registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company Echelon is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (4) After Echelon has effected two such registrations pursuant to this subparagraph 1.5(a), and such registrations have been declared or ordered effective; provided, however, that if a registration request made by the Initiating Holders is subsequently withdrawn at any time by the request of the Holders of a majority of the Registrable Securities to be registered, the Holders shall forfeit their right to one requested registration pursuant to this Section 1.5; provided further, however, that if at the time of such withdrawal, the Holders have learned of a materially adverse change in the financial condition, business or prospects of Echelon from that known to the Initiating Holders at the time of their request, the withdrawal shall not result in such a forfeit of the Holder's rights to a requested registration pursuant to this Section 1.5; (5) If Echelon shall furnish to such Holders a certificate signed by the President of Echelon stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to Echelon or its stockholders for a registration statement to be filed in the near future, then Echelon's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders. Subject to the foregoing clauses (1) through (5), Echelon 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. If (A) With respect to the Registrable Notes, beginning on the date hereof, and (B) with respect to Registrable Common Stock, beginning two (2) years following the Confirmation Date and, in each case, prior to seven (7) years after the date hereof (the "Demand Period"), any Holder or Holders (each a "Requesting Holder") may deliver to the Company shall receive from the Preferred Holder a written request (a "Demand Request") that the Company effect the registration under the Securities Act of that number and/or aggregate principal amount, as the case may be of Registrable Securities requested and owned, beneficially or of record, by the Requesting Holder(s) (a registration with respect to all or a part of "Demand Registration"); provided, however, the Registrable Securities, the Company will: Securities to be included in such Demand Registration comprise on such date (i) within ten (10) days of receipt thereof, give written notice % or more of the proposed registration to all other Holders; and outstanding Common Stock in the case of Registrable Common Stock and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky 10% or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified more in such request, together with all or such portion aggregate principal amount of the outstanding Notes in the case of Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by Notes; provided, further, that the Company within twenty may, at its option, elect to convert any Demand Registration to a registration for its own account (20) days after such written notice from the Company is delivereda "Converted Registration"). The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (A) In any particular jurisdiction will in which the Company would no event 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; effect more than (Bi) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting Demand Registrations for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if in total in any 12-month period nor (ii) an aggregate of four (4) Demand Registrations for the Holders pay in total; provided, however, that no Converted Registration shall be deemed to be a Demand Registration and the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes number of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or Demand Registrations available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect reduced by any such registration Converted Registration. Upon receipt of a Demand Request, and subject to the provisions of this Article 3, the Company will cause to be included in a Registration Statement on an appropriate form under the Securities Act, filed with the Commission within (i) ninety (90) days after receiving a Demand Request, in the case of the effective date of a previous registration; or Registrable Common Stock and (Dii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty twenty (180120) days after receiving a Demand Request, in the effective date ofcase of Registrable Notes (in each case, a Company-initiated registration; provided that the "Required Filing Date"), such Registrable Securities as may be requested by such Requesting Holder(s) in their respective Demand Request(s) together with any other Registrable Securities as requested by Joining Holders joining in such Demand Request pursuant to Section 3.2. The Company is actively employing all shall use its commercially reasonable efforts to cause any such registration statement Registration Statement to become effectivebe declared effective by the Commission as promptly as practicable after such filing.

Request for Registration. If Holders of Registrable ------------------------ Securities shall have the right to request (with such requests in writing and stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders) up to two (2) registrations on Form S-3 (and up to two (2) additional registrations on Form S-3 for each conversion of outstanding principal or interest into shares of Common Stock upon the occurrence of an "Event of Default" under the Company shall receive from Credit Facility or the Preferred Holder a written request Ga▇▇▇▇▇▇ ▇redit Facility (as defined in each such Credit Facility, respectively)) at the Company's expense and an unlimited number of additional registrations on Form S-3 at the selling Holder's expense, provided that the Company effect a registration with respect to all or a part requests for additional registrations are made by Holders of at least ten percent (10%) of the Registrable Securities, subject only to the Company willfollowing: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated required to effecteffect a registration pursuant to this Section 2.2 prior to September 30, 1998, unless an Event of Default has occurred and is continuing under the Company Credit Facility or under the Ga▇▇▇▇▇▇ ▇redit Facility, in which event the Company shall be required to take effect a registration pursuant to this Section 2.2 at any action time upon the request of a Holder with respect to effect, any shares of Common Stock issued to a Holder upon conversion of outstanding principal or accrued interest under either the Company Credit Facility or the Ga▇▇▇▇▇▇ Credit Facility after the occurrence of an Event of Default under either of such agreements. (ii) The Company shall not be required to effect a registration pursuant to this Section 2.2 within one hundred eighty (180) days after the effective date of the last such registration pursuant to this Section 2.1:2.2. (Aiii) In The Company shall not be required to effect a Registration Statement 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;jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (Civ) The Company shall not be obligated required to effect any such registration within a Registration Statement for a period of not more than ninety (90) days immediately following the delivery of a certificate signed by the -8- 12 President of the effective date Company to the Requesting Holders stating that, in the good faith judgment of a previous registration; or (D) During the period starting with 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 date sixty (60) days prior to the Company’s good faith estimate of the date of filing ofwould otherwise be required hereunder; provided, and ending on a date one hundred eighty (180) days after the effective date ofhowever, a Company-initiated registration; provided that the Company is actively employing may not utilize this right more than once in any twelve (12) month period and the Company may not exercise this right based on the fact that the Company has recently registered any of its securities for the account of a security holder or holders exercising their respective demand registration rights. If the Company cannot qualify for registration on Form S-3, then the Company shall effect any registration required or requested by the Holder on Form S-1, or such other appropriate form, in which event this Section 2.2 shall apply in all commercially reasonable efforts to cause respects as if the words "Form S-3" were replaced by the words "Form S-1" or the appropriate designation for such registration statement to become effectiveother form.

Request for Registration. If In the event the Company shall ------------------------ receive from the Preferred Holder a written request from the requisite number of holders of Registrable Securities, as set forth in Sections 2.1(a) and 2.1(b) hereof (the "Initiating Holders") that the Company effect a registration Demand Registration with respect to all or a part of the Registrable Securities, the Company willshall: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are 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 is specified in a written request received by the Company given within twenty (20) days after receipt of such written notice from the Company is delivered. The Company; provided that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.12: (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 registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After during the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company period following an Initial Public Offering that is different from contemplated by Section 12 hereof, provided that the information known or available (upon request from "market stand-off" effected by any such extension is applicable against the Company or otherwise) to the Holders requesting registration at the time of their request for registration under persons described in Section 2.112(ii); (C) The Company shall not be obligated to effect any if such registration within ninety (90would exceed the number of registrations specified for the Holders in Section 2.1(a) days of or 2.1(b), as the effective date of a previous registrationcase may be; or (D) During the period starting with the date sixty within twelve (6012) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days months after the effective date ofof a registration statement previously filed by the Company. 2.1. Subject to the foregoing clauses (A) through (D), a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts shall file a registration statement covering the Registrable Securities so requested to cause be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if 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 shareholders for such registration statement to become effectivebe filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing 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 2.3 below, include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders.

Request for Registration. If the Company shall receive from an Initiating Holder, at any time after the Preferred Holder one hundred eighty (180)-day period following the closing of the Initial Public Offering, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 3(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:3(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated two effected three (23) such registrations pursuant to this Section 2.1(a3(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)closed; (C) The Company shall If the Registrable Securities requested by all Holders to be registered pursuant to such request do not be obligated to effect have an anticipated aggregate public offering price (before any such registration within ninety (90underwriting discounts and commissions) days of the effective date of a previous registration; ornot less than $15,000,000; (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a the date one hundred eighty six (1806) days after 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 under the Securities Act, with respect to an employee benefit plan or with respect to the Company-initiated registration; ’s first registered public offering of its stock), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 3(a)(i)(2)(D) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (E) If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 3(a) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 3(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 Shareholders”). In the event any Holder requests a registration pursuant to this Section 3(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. The registration rights set forth in this Section 3 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement); provided, however, that the rights hereunder shall not be assignable unless the transferee of such Registrable Securities acquires Registrable Securities representing at least 2% of the outstanding Ordinary Shares as of the date of such transfer.

Request for Registration. (a) If the Company shall receive from the Preferred Holder at any time, a written request from either (i) the Holders of at least 50% of the Registrable Securities then outstanding (including securities con vertible into Registrable Securities) or (ii) the Holders of at least 50% of the outstanding shares of the Series B Preferred Stock (or Common Stock issued or issuable upon conversion of the Series B Preferred Stock), that the Company effect file a registration with respect to all or a part statement under the Act covering the registration of the Registrable Securities, with an anticipated aggregate offering price, net of underwriting discounts and commissions, which would exceed $5,000,000, then the Company will: (i) shall, within ten (10) days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and (ii) Holders and shall, subject to the limitations of Section 1.2(b), use its diligent best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities lawsas soon as practicable, and appropriate compliance with in any event within 90 days of the Securities Act) as would permit or facilitate the sale and distribution receipt of all or such portion of such Registrable Securities as are specified in such request, together with the registration under the Act of all or such portion of the Registrable Securities of any Holder or which the Holders joining in such request as are specified in a written request received by the Company to be registered within twenty (20) days after of the mailing of such written notice from by the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1:1.2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Di) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a the date one hundred eighty (180) 180 days after immediately following the effective effec tive date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration; 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; (ii) After the Company has effected two such registrations pursuant to this Section 1.2(a), and such registrations have been declared or ordered effective; (iii) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2(a) shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Holders; provided, however, that the Company may not utilize the right under this Section 1.2(a) more than once in any twelve-month period. (b) If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an under writing, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (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 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwith standing any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writ ing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be under written pursuant hereto, and the 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 (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder.

Request for Registration. If In case the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (ia) within ten (10) days of after its receipt thereof, thereof give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) 20 days after receipt of such written notice from the Company is delivered. The Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 2.12.1 under the following circumstances: (A1) Prior to the earlier of (i) March 1, 1999, or (ii) one year following the effective date of the Company's Initial Public Offering; or (2) 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;; or (B3) After the Company has initiated effected two (2) such registrations pursuant to Section 2.1(athis Subsection 2.1(b) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant effective; or (4) If the Registrable Securities to which securities be registered have been sold an anticipated offering price to the public of less than $30,000,000. Subject to the foregoing clauses (other than if 1) through (4), the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration Company shall not count as file a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by statement covering the Holders Registrable Securities so requested to be registered as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except soon as possible, but in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration event, within ninety (90) days after receipt of the effective date request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a previous registration; or 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 has been determined that (Di) During the period starting with the date sixty (60) days prior to such a filing would adversely affect any proposed financing or acquisition by the Company’s good faith estimate , or (ii) such a filing would otherwise represent undue hardship for or would impose undue potential liability on the Company, the Company shall be entitled to delay the filing of the date of filing of, and ending on a date such registration statement for an additional period up to one hundred eighty twenty (180120) days after receipt of the effective date of, a Company-initiated registration; provided that request of the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveInitiating Holders.

Request for Registration. If At any time after August ___, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, Securities the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualifications qualification under applicable the blue sky or other state securities laws, laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (Bii) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other less than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date ofof any registration declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-initiated registrationpublic material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided provided, however, that the Company is actively employing all commercially reasonable efforts to cause shall not utilize this right more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. If at any time the Company shall receive from the Preferred an Initiating Holder a written request that the Company effect a registration with respect to all or a part of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received given by the Company such Holder or Holders within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1paragraph 9.3: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After after the Company has initiated effected two (2) such registrations pursuant to Section 2.1(athis subparagraph 9.3(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thatclosed, if the Holders pay the Registration Expenses incurred in connection with such registrationprovided, however, that any such registration shall not count be counted as a registration for purposes of this Section 2.1clause (A) and if the securities of directors, officers or Other Shareholders, if any, included therein comprise greater than fifty percent (II50% ) registrations which have been withdrawn by the Holders as to which of all securities included in such registration unless the Holders have not elected been afforded the opportunity to bear sell all of their Registrable Securities. (B) prior to the Registration Expenses time the Company has consummated a public offering pursuant to Section 2.4 hereof except in an effective registration statement under the event that such withdrawal is based upon material adverse information relating to Securities Act or otherwise become a reporting Company under the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1);Exchange Act; or (C) The if the request for registration does not request the registration of either (i) thirty-three percent (33%) or more of the Registrable Securities or (ii) Registrable Securities with a proposed public offering price of $500,000 or more. Subject to the foregoing clauses (A), (B) and (C), the Company shall not file a registration statement covering the Registrable Securities so requested to be obligated registered as soon as practicable after receipt of the request or request of the Initiating Holders. The registration statement filed pursuant to effect the request of the Initiating Holders may, subject to the provisions of subparagraph 9.3(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by parties who, by virtue of agreements with the Company, are entitled to include their securities in any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective.

Request for Registration. If At any time on or after January 31, 1998, if any Registrable Securities are outstanding and the Company shall receive Holders (and any prior holder) have not yet had the opportunity to register such shares pursuant to Section 2 above, including without limitation pursuant to Section 2.6 above, upon written notice from the Preferred Holder a written request Initiating Holders requesting that the Company effect a any registration with respect to all or a part of the Registrable SecuritiesSecurities held by such Initiating Holders, the Company will: shall (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders (the "Demand Registration Notice") and (b) as soon as practicable but not later than sixty (60) days after receipt of the request from the Initiating Holders; and (ii) , use its best efforts and take all appropriate action to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable the blue sky or other state securities laws, laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after such written notice from receipt of the Demand Registration Notice; provided, however, that: (i) in no event shall the Company is delivered. The Company shall not be obligated required to effect, or to take any action to effect, any such more than one registration pursuant to this Section 2.1:3; (ii) if, upon receipt of a registration request pursuant to this Section 3, the Company is advised in writing by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company (a "Company Offering") that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such Company Offering that had been contemplated by the Company prior to the notice by the Initiating Holders, the Company shall not be required to effect a registration pursuant to this Section 3 until the earliest of (A) In any particular jurisdiction in which three months after the completion of such Company would be required to execute a general consent to service of process in effecting such registrationOffering, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thattermination of any "black out" period, if any, required by the Holders pay the Registration Expenses incurred underwriters to be applicable to any Holder who has requested to have any Registrable Securities registered in connection with such registration, (C) promptly after abandonment of such Company Offering or (D) four months after the date of written notice from the Initiating Holders demanding registration shall not count as pursuant to this Section 3; and (iii) if, while a registration for purposes of request is pending pursuant to this Section 2.1) and (II) registrations which have been withdrawn by 3, the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company determines, in the event good faith judgment of the Board of Directors of the Company, with the advice of counsel, that such withdrawal is based upon the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse information relating to the Company that is different from the information known or available (upon request from effect on the Company or otherwise) would otherwise adversely affect a material financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President or any Vice President to the proposed selling Holders requesting registration at and the time of their request for registration under Section 2.1); (C) The Company shall not be obligated required to effect any such a registration within ninety pursuant to this Section 3 until the earlier of (90A) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior upon which such material information is disclosed to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty public or ceases to be material or (180B) 90 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause makes such registration statement to become effectivegood faith determination.

Request for Registration. If Subject to Section 11 (a), if, at any time after the Company earlier of: (i) October 27, 2005 or (ii) the date of closing of the Initial Public Offering, the Partnership shall receive from the Preferred Holder Initiating Holders a written request that the Company Partnership effect a any registration with respect to all or a part of the Registrable Securities, the Company Partnership will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii2) as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty twenty-five (2025) days after receipt of such written notice from the Company is delivered. The Company Partnership pursuant to Sections 2 or 3 hereof; provided, however, that the Partnership shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company Partnership has initiated two (2) effected three such Registrations pursuant to this Section 2 upon the request of the Initiating Holders, and all such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold maintained effective for at least 270 days (other than or less if all the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1Registrable Securities included therein are sooner sold); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (DB) During If common units of the period starting with the date sixty (60) days prior Partnership have not been sold to the Company’s good faith estimate of public pursuant to a registration statement filed with and declared effective by the date of filing ofCommission under the Securities Act, and ending on a date one hundred eighty within thirty (18030) days after receipt of a request pursuant to this Section 2, the effective date ofPartnership informs the Initiating Holders that in lieu of registering the Registrable Securities of the Holders, the Partnership intends to register and sell securities for its own account (within four (4) months of receipt of such request pursuant to this Section 2) and the Partnership gives the Holders the notice required by Section 3(a)(1) of this Agreement. Subject to the foregoing clauses (A) and (B), the Partnership shall file a Company-initiated registration; provided that registration statement covering the Company is actively employing Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, but in no event later than 90 days thereafter, and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. For purposes of a registration under this Section 2, a majority-in-interest of the Initiating Holders shall have the right to select the counsel for all of the selling Holders. Notwithstanding the foregoing, (i) the Partnership may, prior to the filing of any registration statement requested pursuant to this Section 2, delay the filing of such registration statement for a reasonable period of time (not to become effectiveexceed 180 days after the request for filing a registration statement) if within five days of a resolution of the Board of Directors determining to delay such filing, the Partnership provides the Initiating Holders with a certificate signed by the Chairman of the Board of Directors stating that, in the good faith judgment of the Board of Directors, such registration is not then in the best interests of the Partnership; provided that the Partnership may only defer one registration statement pursuant to this clause (i), and (ii) the Partnership may, prior to the filing of any registration statement requested pursuant to this Section 2, delay the filing of such registration statement for a reasonable period of time (not to exceed 120 days after the request for filing a registration statement) if within five days of a resolution of the Board of Directors determining to delay such filing, the Partnership provides the Initiating Holders with a certificate signed by the Chairman of the Board of Directors stating that, in the good faith judgment of the Board of Directors, the filing of the registration statement would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business opportunity, transaction or negotiation then contemplated by the Partnership; provided that the Partnership may defer the filing of a registration statement under this clause (ii) only once in any 12-month period. The Partnership shall give prompt notice to the Initiating Holders of the end of any delay period under this subsection. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(b) below, include securities (other than Registrable Securities) of the Partnership which are held by partners of the Partnership other than the Investors (the “Other Partners”) or securities of the Partnership for its own account.

Request for Registration. If In case the Company shall receive from the Preferred an Initiating Holder a written request that the Company effect a registration or qualification with respect to all or a part public offering of the shares of then outstanding Registrable SecuritiesSecurities (a "Registration Notice"), the Company will: (i) within ten (10) days of receipt thereofwill as soon as practicable, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration or qualification (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, ) as may be so requested and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestRegistration Notice. 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration or qualification pursuant to this Section 2.1:2(a): (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, registration or compliance, qualification unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (Bii) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company to be sold by the Company (other than a Company-initiated registration; 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; (iii) after the Company has effected two registrations at the request of the Holders pursuant to this Section 2(a) (in the aggregate for all Holders), only if a registration statement covering all Registrable Securities requested by the Initiating Holder to be registered pursuant to this Section 2(a) for each such registration shall have become effective and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities for each such registration shall have been sold pursuant thereto; provided, that (A) the Holders of the SunTrust Registrable Securities shall only be entitled to request one registration pursuant to this Section 2(a), if a registration statement covering all SunTrust Registrable Securities requested by the SunTrust Initiating Holder to be registered pursuant to this Section 2(a) shall have become effective, and (B) the Holders of the ING Registrable Securities shall only be entitled to request one registration pursuant to this Section 2(a), if a registration statement covering all ING Registrable Securities requested by the ING Initiating Holder to be registered pursuant to this Section 2(a) shall have become effective; (iv) if any firm of counsel representing the Company in connection with any such registration shall advise the Company and the Holders in writing that in their opinion the registration under the Securities Act contemplated hereby is not necessary to permit the sale in the intended method of disposition by the Holders, of the Registrable Securities in a transaction constituting a public offering within the meaning of the Securities Act, then the Company shall not be required to take any action with respect to such registration; provided, however, that the provisions of this clause (iv) shall not apply if the Holder reasonably determines that the Company's failure to take any action with respect to such registration could result in a sale of such Registrable Securities under terms and conditions less favorable to Holder than if the Registrable Securities were registered as provided herein, or if such failure to register the Registrable Securities could delay the sale of the Registrable Securities by the Holder; or (v) if the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future or that a delay is necessary to avoid the disclosure of material non-public information concerning the Company or its Subsidiaries, then the Company's obligation to use its best efforts to register or qualify under this Section 2(a) shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the Registration Notice, provided, however, that the Company shall not utilize this right more than twice in any twelve (12) month period. Subject to the foregoing clauses (i) through (v), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, and in any event within sixty (60) days after receipt of the Registration Notice. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 2(c) below, include other securities of the Company, which may be held by Other Holders.

Request for Registration. If At any time after August 14, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, Securities the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualifications qualification under applicable the blue sky or other state securities laws, laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (Bii) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other less than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date ofof any registration declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-initiated registrationpublic material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided provided, however, that the Company is actively employing all commercially reasonable efforts to cause shall not utilize this right more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. If In case the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a registration under the Securities Act with respect to all or a part not less then 20% of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with will 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 twenty (20) 20 days after receipt of such written notice from the Company is delivered. The Company; Provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.11.2: (A) In Prior to three months after the effective date of the Company's first registered public offering of its stock; or at any particular jurisdiction in which time prior to the Company would be required to execute a general consent to service third anniversary of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdictionthis Agreement; (B) After If the Company has initiated two (2) such registrations effected a registration pursuant to Section 2.1(athis subparagraph 1.2(a) (counting for these purposes only (Ior subparagraph 1.4(a) registrations which have within the previous 12 month period, and such registration has been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)effective; (C) The Company shall not be obligated If the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect any such the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the effective date registration of a previous registrationRegistrable Securities), in which case the Holders will have their rights to join in such registration pursuant to Section 1.3 hereof; or (D) During If the period starting with Company shall furnish to such Holders a certificate signed by the date sixty (60) days prior 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 or its shareholders for a registration statement to be filed in the near future, in which case the Company’s good faith estimate of 's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed 120 days from the date of filing ofreceipt of the written request from the Initiating Holders. Subject to the foregoing clauses (A) through (D), and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. If the Company shall receive from the Preferred Holder Majority Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After after the Company has initiated two effected three (23) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) and all such registrations which have been declared or ordered effective and the sales of Registrable Securities pursuant to which securities all such registrations shall have been sold (other than if the Holders elected not to sell securities pursuant to such registrationclosed; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1);or (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 at least $5,000,000. The registration statement filed pursuant to a request under this Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company shall not be obligated which are held by Persons who, by virtue of agreements with the Company, are entitled to effect include their securities in any such registration within ninety (90but specifically excluding the Holders) days (“Other Stockholders”). In the event any Holder(s) requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, members or stockholders, the effective date of a previous registration; or (D) During registration shall provide for the period starting with the date sixty (60) days prior resale by such partners, members or stockholders, if requested by such Holder(s). The registration rights set forth in this Section 2 may be assigned, in whole or in part, to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveany Permitted Transferee.

Request for Registration. If at any time after the Company earlier to occur of (i) the fourth anniversary of the date of this Agreement and (ii) the date six months after the closing of the first public offering of the Corporation's securities, the Corporation shall receive from the Preferred Holder a written request (specifying that it is being made pursuant to this Section 2) from one or more Holders that hold, in the aggregate, at least one-third of the then outstanding Registrable Shares, that the Company effect Corporation file a registration with respect to all statement under the Securities Act, or a part similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of at least the lesser of (a) at least one third of the then outstanding Registrable SecuritiesShares or (b) Registrable Shares the expected price to the public of which equals or exceeds $5,000,000 (based on the market price or fair value on the date of such request), then the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to Corporation shall promptly notify all other Holders; and (ii) Holders of such request and shall use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications cause all Registrable Shares that Holders have requested be registered to be registered under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit Act on Form S-1 or facilitate any other available form the sale and distribution use of all or such portion which is approved by the Holders of such Registrable Securities as are specified in such request, together with all or such portion a majority of the Registrable Securities of any Holder or Holders joining Shares that are to be included in such request as are specified in a written request received by registration. Notwithstanding the Company within twenty foregoing, (20i) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company Corporation shall not be obligated to effect any such a registration within ninety (90) days of the effective date of a previous registration; or (D) During pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the Corporation's estimated date of filing of, and ending on a date one hundred eighty six (1806) days after months following the effective date of, a Company-initiated registration; registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Company Corporation is actively employing all commercially reasonable in good faith its best efforts to cause such registration statement to become effectiveeffective and that the Corporation's estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 2 within six (6) months after the effective date of a prior registration under this Section 2; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its stockholders for a registration statement to be filed in the near future, then the Corporation's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. The Corporation shall not be obligated to effect more than two registrations on behalf of the Holders pursuant to this Section 2.

Request for Registration. If As long as the Investor purchases all 3,211,453 shares of Series A Preferred by the Second Closing Date after satisfaction by the Company shall receive of all of the conditions to such Second Closing Date, as set forth in the Series A Agreement, if at any time after the earlier of six months following the Company's initial public offering and the date which is three years from the Preferred Holder a written Closing Date, Initiating Holders request (in writing) that the Company effect file a registration with respect Registration Statement for at least 50% (or in the event of an underwritten offering such lesser percentage as may result from any underwriter cutback pursuant to all or a part Section 1.2(b) hereof) of the then outstanding Registrable Securities, provided that the reasonably anticipated aggregate proceeds in a public offering would exceed $25.0 million if such offering would constitute the initial public offering by the Company and $7.5 million in all other cases (prior to Selling Expenses), the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to as soon as practicable, and in any event within sixty (60) days of the receipt of such written request, effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.11.2: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after day period following the effective date ofof the first public offering of the Common Stock (or other securities) 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 "Initial Public Offering"); (3) If the Company shall deliver notice to the holders of the Registrable Securities within thirty (30) days of any registration request of its good faith intent to file a Company-initiated registrationregistration 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 connection with such Initial Public Offering; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 1.2 (a) and such registrations have been declared or ordered effective and the Company has otherwise complied with its obligations under Section 1.5 hereof with respect to such registrations; (5) If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (5), 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. If at any time after the Company Common Stock is registered under the 1934 Act, RXi shall receive from the Preferred Holder a written request (specifying that the Company effect it is being made pursuant to this Section 2 from CytRx that RXi file a registration with respect to all statement under the Securities Act, or a part similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of Registrable Shares the Registrable Securitiesexpected price to the public of which equals or exceeds $5,000,000 (based on the market price or fair value on the date of such request), the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) then RXi shall promptly use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications cause all Registrable Shares that CytRx has requested be registered to be registered under applicable blue sky or other state securities laws, and appropriate compliance with the Securities ActAct on Form S-1 or any other available form. Notwithstanding the foregoing, (i) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company RXi shall not be obligated to effect any such a registration within ninety (90) days of the effective date of a previous registration; or (D) During pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the CompanyRXi’s good faith estimate of the estimated date of filing of, and ending on a date one hundred eighty six (1806) days after months following the effective date of, a Company-initiated registration; registration statement pertaining to an underwritten public offering of securities for the account of RXi, provided that the Company RXi is actively employing all commercially reasonable in good faith its best efforts to cause such registration statement to become effectiveeffective and that RXi’s estimate of the date of filing such registration statement is made in good faith; (ii) RXi shall not be obligated to effect a registration pursuant to this Section 2 within six (6) months after the effective date of a prior registration under this Section 2; and (iii) if RXi shall furnish to CytRx a certificate signed by the President of RXi stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to RXi or its shareholders for a registration statement to be filed in the near future, then RXi’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that RXi shall not be permitted to so defer its obligation more than once in any 12-month period. RXi shall not be obligated to effect more than two registrations on behalf of CytRx pursuant to this Section 2.

Request for Registration. (a) If the Company shall receive receives from the Preferred a Holder or Holders a written request that the Company effect a registration with respect to all shares of Registrable Securities held by such Holder or a part Holders having an aggregate price to the public (net of the Registrable Securitiesunderwriters' discounts and commissions) of at least $5,000,000, the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder or Holders, 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Di) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a the date one hundred eighty sixty (18060) days after immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), 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; provided and provided, further that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (ii) After the Company has effected three registrations pursuant to this Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such three registration limit; (iii) If each Holder requesting registration is able to sell all of such Holder's shares requested to be registered under Rule 144(k) promulgated under the Act; or (iv) If the Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be 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 90 days after receipt of the request of such Holder or Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder or Holders, the Company shall, together with such Holder or Holders, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder or Holders. 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 so advise the Purchaser and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Purchaser to be included in such underwriting are so included.

Request for Registration. If If, after one year following the UAG IPO, the Company shall receive from the Preferred Holder a written request from the Holder or Holders of 50% or more of the Registrable Securities then outstanding and entitled to registration rights under this Section 1 (the "Initiating Holders") that the Company effect a the registration under the 1993 Act with respect to all or a part of the Registrable Securities, the Company will: (i) , within ten (10) five days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and Holders and shall within ninety (ii90) use days of its best efforts to effect receipt of such written request, file a registration (including, without limitation, filing post-effective amendments, statement on a form deemed appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance by the Company's counsel with the Securities Actand Exchange Commission (the "SEC") as would permit or facilitate the sale and distribution of covering 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 which the Holders joining shall in such writing request as are specified in a written request received by the Company (given within twenty (20) days after such written of receipt of the notice from given by the Company is deliveredpursuant to this Section 1.2(a)) to be included in such registration and the Company shall use its best efforts to cause such registration statement to become effective. The Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 2.1: 1.2(a) hereof (A) In after the Company already has effected one (1) such registration pursuant to this Section 1.2(a) and such registration has been declared or ordered effective, (B) if the Company shall be required by the SEC or any state securities authority to have an audit of any of its interim financial statements prepared in order to have a registration statement declared effective, unless the Holders shall agree in writing to bear the expense of such audit in full, (C) if in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed (in which case the Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the request of the Initiating Holders), or (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; (Bjurisdiction and except as may be required by the 1933 Act or applicable rules or regulations thereunder. It is expressly agreed that nothing contained in this Section 1.2(a) After shall give any Holder the right to have the disposition of its Registrable Securities effected by means of an underwritten offering. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.2(b) below, include other securities of the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations its own account or which have been declared are held by officers or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes directors of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) persons or entities who, by virtue of agreements with the Company, are entitled to the Holders requesting registration at the time of include their request for registration under Section 2.1); (C) The Company shall not be obligated to effect securities in any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective"Other Shareholders").

Request for Registration. If Holders of Registrable Securities shall have the right to request (with such requests in writing and stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders) up to two (2) registrations on Form S-3 (and up to two (2) additional registrations on Form S-3 for each conversion of outstanding principal or interest into shares of Common Stock upon the occurrence of an "Event of Default" under the Company shall receive from Credit Facility or the Preferred Holder a written request Gargiulo Credit Facility (as defined ▇▇ ▇▇▇▇ such Credit Facility, respectively)) at the Company's expense and an unlimited number of additional registrations on Form S-3 at the selling Holder's expense, provided that the Company effect a registration with respect to all or a part requests for additional registrations are made by Holders of at least ten percent (10%) of the Registrable Securities, subject only to the Company willfollowing: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated required to effecteffect a registration pursuant to this Section 2.2 prior to September 30, 1998, unless an Event of Default has occurred and is continuing under the Company Credit Facility or under the Gargiulo Credit ▇▇▇▇▇▇▇y, in which event the Company shall be required to take effect a registration pursuant to this Section 2.2 at any action time upon the request of a Holder with respect to effect, any shares of Common Stock issued to a Holder upon conversion of outstanding principal or accrued interest under either the Company Credit Facility or the Gargiulo Credit ▇▇▇▇▇▇▇y after the occurrence of an Event of Default under either of such agreements. (ii) The Company shall not be required to effect a registration pursuant to this Section 2.2 within one hundred eighty (180) days after the effective date of the last such registration pursuant to this Section 2.1:2.2. (Aiii) In The Company shall not be required to effect a Registration Statement 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;jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (Civ) The Company shall not be obligated required to effect any such registration within a Registration Statement for a period of not more than ninety (90) days immediately following the delivery of a certificate signed by the President of the effective date Company to the Requesting Holders stating that, in the good faith judgment of a previous registration; or (D) During the period starting with 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 date sixty (60) days prior to the Company’s good faith estimate of the date of filing ofwould otherwise be required hereunder; provided, and ending on a date one hundred eighty (180) days after the effective date ofhowever, a Company-initiated registration; provided that the Company is actively employing may not utilize this right more than once in any twelve (12) month period and the Company may not exercise this right based on the fact that the Company has recently registered any of its securities for the account of a security holder or holders exercising their respective demand registration rights. If the Company cannot qualify for registration on Form S-3, then the Company shall effect any registration required or requested by the Holder on Form S-1, or such other appropriate form, in which event this Section 2.2 shall apply in all commercially reasonable efforts to cause respects as if the words "Form S-3" were replaced by the words "Form S-1" or the appropriate designation for such registration statement to become effectiveother form.

Request for Registration. If (a) In case the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a registration with respect to all covering at least twenty percent (20%) of the Initiating Registrable Securities then outstanding (or a part lesser percentage if the anticipated aggregate offering price, net of the Registrable Securitiesunderwriting discounts and commissions, would exceed $10,000,000), the Company will: (i) within ten (10) days of receipt thereof, will promptly give written notice of the proposed registration to all other HoldersHolders so they may have an opportunity to consider joining in such registration, which they may do (subject to the terms and provisions of this Agreement) at their election by delivering, within ten (10) days after receipt of the notice of the proposed registration by the Company, their written request to include Registrable Securities in the proposed registration; and (ii) and as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such the Initiating 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 twenty ten (2010) days after such written receipt of notice from the Company is delivered. The pursuant to Section 1.1; provided that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.11.1: (Ai) At any time prior to one hundred and eighty (180) days after the sale by the Company of shares of its common stock to the underwriters in the IPO. (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, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction;jurisdiction and except as may be required by the Securities Act. (Biii) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) 1.1 and such registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as remained effective for a registration for purposes period of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within least ninety (90) days of the effective date of a previous registration; orconsecutive days. (Div) During the period starting with the date sixty ninety (6090) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; registration statement subject to Section 1.3, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration to become effective and provided further that the Company gives notice to all Holders upon commencement of such period. The Holders shall be entitled to exercise their rights pursuant to Section 1.3 hereof with respect to such an intended registration for equity securities. Such an intended registration shall not be deemed to be a demand registration of the Initiating Holders pursuant to this Section 1.1 (v) If the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.2 hereof. (vi) Within the ninety (90) day period immediately following the effective date of a registration, pertaining to a firm commitment underwritten public offering of Common Stock, effected pursuant to this Section 1.1. Subject to the foregoing clauses (i) through (vi), 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 of the Initiating Holders. The Initiating Holders may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability (except as set forth in Section 1.6 hereof) to the Initiating Holders or any other Holders of Registrable Securities requested to be registered pursuant to Section 1.1 hereof, by providing a written notice to the Company revoking such request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.1 and the Company shall include such information in the written notice referred to in Section 1.1. In such event, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (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 1.4(h)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.1, if the underwriter advises the Initiating Holders in writing that in its good faith view marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders who requested that Registrable Securities be included in the registration, and the Company will exclude from such registration (i) first, securities held by any Person who does not have contractual rights granted in this Agreement and (ii) second, shares held by all Holders, including the Initiating Holders, of Registrable Securities with contractual rights granted in this Agreement, pro rata among the Holders of such shares on the basis of the respective numbers of shares of Common Stock requested to be included in such registration. If at least eighty percent (80%) of the Initiating Registrable Securities requested to be registered by the Initiating Holders are not included in such registration, then the Initiating Holders may request that the Company effect an additional registration under the Securities Act in accordance with the provisions of this Section 1.1, and the Company shall effect such additional registration at its sole expense. Such additional registration and such registration in which at least eighty percent (80%) of the Initiating Registrable Securities requested to be registered by the Initiating Holders were not included shall only count as a single registration for purposes of calculating the number of registrations Holders of Initiating Registrable Securities may initiate pursuant to this Section 1.1. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation. (c) If 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 (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) be seriously detrimental to the Company and its shareholders 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, then the Company may direct that such request for registration be delayed for a period not in excess of: ninety (90) days, such right to delay a request to be exercised by the Company not more than twice in any twelve (12) month period. (d) A demand registration requested pursuant to this Section 1.1 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effectiveeffective under the Securities Act and any of the Initiating Registrable Securities of the Initiating Holders included in such registration have actually been sold thereunder, and (ii) has remained effective for a period of at least ninety (90) days (or such shorter period in which all Initiating Registrable Securities included in such registration have actually been sold thereunder).

Request for Registration. If In the event the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a registration any registration, qualification or compliance with respect to all or a part Registrable Securities with an anticipated aggregate offering price to the public of the Registrable Securitiesat least $10,000,000, the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (iib) use its best diligent efforts to effect such registration registration, qualification or compliance as soon as practicable (including, without limitation, filing undertaking to file post-effective amendments, appropriate 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 twenty (20) 15 days after such the receipt of the written notice from the Company is delivered. The described in Section 2.1(a); provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1Article 2: (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (Bii) Within one hundred and eighty (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); or (iii) After the Company has initiated two effected three (23) such requested registrations pursuant to Section 2.1(athis Article 2 (not including registrations on Form S-3 or registrations in which the number of shares of Registrable Securities of the Holders registered in such offering was reduced by more than fifty percent (50%) (counting for these purposes only (I) registrations which have due to underwriters' marketing limitations), each such registration has been declared or ordered effective effective, and the securities offered pursuant to which securities each such registration have been sold sold, or if the Company has effected any requested registration (other than if a registration for the Holders elected not to sell securities Company's Initial Public Offering) pursuant to this Agreement during the previous twelve-month period (or such registration; provided that, if shorter period as the Holders pay managing underwriter of the Registration Expenses incurred Company's most recent public offering will allow). (iv) If the Company then meets the eligibility requirements applicable to the use of Form S-3 in connection with such registrationregistration and is able to effect such requested registration pursuant to Article 4 hereof. (c) Subject to the foregoing clauses (i) through (iv), such registration the Company shall not count as file a registration for purposes statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of this Section 2.1) and (II) registrations which have been withdrawn the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the Holders as to which President or other chief executive officer of the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company stating that in the event that such withdrawal is based upon material adverse information relating good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company that is different from the information known or available (upon request from and its stockholders for such registration statement to be filed, the Company or otherwise) shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders requesting registration at (provided, however, that the time of their request for registration under Section 2.1); (C) The Company shall not be obligated permitted to effect exercise such deferral right under this Section 2.1(c) or Section 4.1(c) hereof more than once in any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company360-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveday period).

Request for Registration. If the Company shall receive from an Initiating Holder, at any time after the Preferred Holder earlier of the third anniversary of the date hereof and the date that is 181 days after the date on which the Initial Public Offering closes, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated two effected three (23) such registrations pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)closed; (C) The Company shall If the Registrable Securities requested by all Holders to be registered pursuant to such request do not be obligated to effect have an anticipated aggregate public offering price (before any such registration within ninety (90underwriting discounts and commissions) days of the effective date of a previous registration; ornot less than $15,000,000; (D) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Commission Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company-initiated registration; 's first registered public offering of its stock), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period; or (E) If 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 it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Initiating Holders; PROVIDED, HOWEVER, that the Company shall not exercise such right more than once in any twelve-month period. The registration statement filed pursuant to the request of the Initiating Holders 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).

Request for Registration. If the Company shall receive receives from Initiating Holders at any time or times after the Preferred Holder earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the effective date of an IPO, a written request that the Company effect a any registration with respect to all or a part of the Registrable SecuritiesSecurities the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) equal or exceed $5,000,000, then the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and and Table of Contents (ii) as soon as practicable, use its reasonable best efforts to effect such the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such the portion of such the Registrable Securities as are specified in such the request, together with all or such the portion of the Registrable Securities of any Holder or Holders joining in such the request as are specified in a written request received by the Company within twenty (20) days after such the written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party, up to the additional number of shares as the underwriters determine in their sole discretion is compatible with the success of the offering. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such the registration, qualification, or compliance, unless the Company is already subject to service in such jurisdictionthat 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 2.1(a1.2(a) (counting for these purposes only (Ii) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (IIii) registrations which have been withdrawn by the Holders as to which the Holders have elected not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in 1.4 and would, absent such election, have been required to bear the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1expenses); (C) The If the Company shall not be obligated delivers written notice to effect any such registration the Holders within ninety thirty (9030) days of the effective date receipt of a previous registration; orwritten request for registration from the Initiating Holders, of the Company’s intent to file a registration statement for an IPO within sixty (60) days; (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such the registration statement to become effective.; or

Request for Registration. If the Company shall receive a request from the Preferred any Holder a written request of Registrable Securities then outstanding that the Company effect file a registration with respect to all or Registration Statement under the Securities Act on Form S-3 (a part of the Registrable Securities“Form S-3 Registration”), the Company will: : (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holdersholders of any other securities of the Company; and and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Actb) as would permit or facilitate the sale and distribution of soon as practicable, file a Form S-3 Registration Statement covering all or such portion of such Holders’ Registrable Securities as are specified in such 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 (to the extent such other Holders make their written request received by the Company for inclusion within twenty fifteen (2015) days after such receipt of written notice from the Company is delivered. The Company shall not be obligated to effectCompany); provided, or to take any action to effecthowever, any such registration pursuant to this Section 2.1: (A) In any particular jurisdiction in which that 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; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within pursuant to this Section 13C(i): (1) if the Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $100,000; (3) if the Company shall furnish to the Holders a certificate signed by the Chairman and Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 Registration Statement for a period of not more than ninety (90) days after receipt of the effective date request of a previous registrationthe Holders under this Section 13C(i); or provided, however, that the Company shall not utilize this right more than once in any twelve (D12) During month period; (4) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date ofof a Piggyback Registration, a Company-initiated registration; provided that the Holders making the request for the Form S-3 Registration were entitled to sell all securities they requested to be included in the Piggyback Registration; or (5) if the Company is actively employing all commercially reasonable efforts has, within the twelve month period preceding the date of such request, already effected three Form S-3 Registrations for Holders pursuant to cause such registration statement this Section 13C(i). Subject to become effectivethe foregoing, the Company shall file a Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Holders. Registrations effected pursuant to this Section 13C(i) shall not be counted as a Demand Registration effected pursuant to Section 13A(i).

Request for Registration. If the Company shall receive receives from ------------------------ Initiating Holders at any time or times not earlier than (i) three years after July 6, 2000 or (ii) six months after the Preferred Holder effective date of the first registration statement filed by the Company covering an underwritten public offering of any of its securities to the general public, a written request that the Company effect a registration with respect register Registrable Securities equivalent to all at least twenty percent (20%) of the aggregate number of Registration Right Securities then outstanding, or a part lesser percentage if the anticipated aggregate offering price of the Registrable SecuritiesSecurities to be registered, net of standard underwriting discounts, is no less than $10,000,000, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect register such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, as requested and appropriate compliance with the Securities Act) as would permit or to facilitate the sale and distribution of all or such portion of such the 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 twenty (20) 20 days after receipt of such written notice from the Company is deliveredCompany. The Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 2.11.2 (Demand Registration) in the following instances: (A) In If the registration would become effective within 180 days following the effective date of a public offering by the Company 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;jurisdiction and except as required by the Securities Act; or (BC) After after the Company has initiated effected two (2) such registrations pursuant to Section 2.1(asubsection 1.2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant effective. Subject to which securities have been sold the foregoing clauses (other than if A) through (C), the Company shall file a registration statement covering the Registrable Securities requested to be registered as soon as practical, but in any event within 90 days after receipt of the request of the Initiating Holders. If the Company furnishes to the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn certificate signed by the Holders as to which Chief Executive Officer of the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company stating that in the event that such withdrawal is based upon material adverse information relating good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company that is different from the information known or available (upon request from the Company or otherwise) and its shareholders for a registration statement to the Holders requesting registration be filed at the time of their request for registration under Section 2.1); (C) The requested, the Company shall have an additional period of not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) more than 90 days after the effective date ofexpiration of the initial 90 day period within which to file the registration statement; provided, a Company-initiated registration; provided however, that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectivemay not utilize this right more than once in any twelve-month period.

Request for Registration. If the Company shall receive from the Preferred Holder Warburg Pincus, at any time, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is delivered. The given under Section 2(A)(1)(a) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (Bii) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a2(A) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant the sales of such Registrable Securities shall have closed; (iii) If the Registrable Securities requested by all Holders to which securities have been sold (other than if the Holders elected not to sell securities be registered pursuant to such registration; provided that, 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 Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1Initial Public Offering); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (Div) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a the date one hundred eighty (180) days after immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a Company-initiated registration; registration of securities in a Rule 145 transaction, 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 commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to Warburg Pincus a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) 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") 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 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).

Request for Registration. (a) If the Company shall receive from (i) at any time after six (6) months following the Preferred Holder closing of the Company's initial public offering of securities a written request from Holders holding at least forty percent (40%) of the Registrable Securities then outstanding (the "Initiating Holders") that the Company effect file a registration with respect to all or a part statement under the Securities Act covering the registration in an underwritten public offering of at least 40% of the Registrable SecuritiesSecurities then outstanding and such registration would cover sales having an anticipated aggregate offering price, net of underwriting discounts and commissions, equal to or more than $7,500,000 or (ii) the requisite notice from the Series A Holders of a demand registration, then the Company will: shall, within twenty-one (i) within ten (1021) days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and (ii) use its best efforts Holders and Series A Holders and shall, subject to effect such the limitations of subsection 7.2(b), file as soon as practicable a registration (including, without limitation, filing post-effective amendments, appropriate qualifications statement under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of Act covering all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of which the Registrable Securities of any Holder or Holders joining in such and Series A Holders request as are specified in a written request received by the Company to be registered within twenty (20) days after of the mailing of such written notice from by the Company is delivered. The in accordance with Section 9.6. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.17.2: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction;jurisdiction and except as may be required by the Securities Act; or (Bii) After if the Company has shall have initiated two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) registrations which have 7.2 and the applicable registration statement has been declared or ordered effective by the SEC and pursuant to which securities remained effective until the earlier of (A) such time as all of the Registrable Securities included by the Holders in such registration have been sold or disposed of by them or (other than if B) the Holders elected not to sell securities pursuant to such registration; provided thatexpiration of the period described in Section 7.4(a). In addition, if the Holders pay the Registration Expenses incurred in connection with such registration, such a request for registration shall not count as be deemed to constitute a registration for purposes of this Section 2.1subparagraph if: (I) and the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some act or omission by the Holders requesting such registration; (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company voluntarily takes any action that would result in the event that such withdrawal is based upon material adverse information relating Holder not (c) Subject to the Company that is different from the information known or available (upon request from foregoing paragraph 7.2(b), the Company shall file a registration statement as soon as possible after receipt of the request or otherwise) to requests of the Initiating Holders requesting registration at under this Section 7.2; provided, however, that if the time of their request for registration under Section 2.1); (C) The Company shall not be obligated furnish to effect any such registration Initiating Holders within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior of receipt of such request a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (as evidenced by a board resolution) it would be significantly detrimental to the Company’s good faith estimate of Company and its shareholders 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 of, and ending on to a date not later than one hundred eighty twenty (180120) days after the effective date ofreceipt of such request, a Company-initiated registration; provided that the Company is actively employing will not exercise this right more than once in any twelve-month period. (d) The underwriting shall be managed by an underwriter or underwriters of national reputation selected by the Initiating Holders, which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld. The right of any Holder to registration pursuant to Section 7.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting. The Company shall (together with all commercially reasonable efforts Holders and Series A Holders proposing to cause distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected as above provided. Notwithstanding any other provision of this Section 7.2, if the underwriters advise the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten and that the total amount of securities that all Holders and Series A Holders (initiating and non-initiating) request pursuant to this Section 7.2(d) to be included in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, the Company shall so advise all Holders and all of the shares to be included in the registration shall be allocated among all Holders and Series A Holders requesting inclusion (initiating and non-initiating) pro rata according to the total amount of securities entitled to be included in such registration statement owned by each Holder and each Series A Holder requesting inclusion (initiating or non-initiating) or in such other If any person does not agree to become effectivethe terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata according to the total amount of securities entitled to be included in such registration owned by each such person or in such other proportions as shall be mutually agreed by such selling shareholders.

Request for Registration. If At any time after May 19th, 2007 (such date being hereinafter referred to as the "Demand Date"), if the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, Securities the Company will: (ia) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualifications qualification under applicable the blue sky or other state securities laws, laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (Bii) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other less than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date ofof any registration declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-initiated registrationpublic material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided provided, however, that the Company is actively employing all commercially reasonable efforts to cause shall not utilize this right more than once in any twelve month period; or (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective. Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. (i) If the Company shall receive from the Preferred an Initiating Holder a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (iA) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (iiB) as soon as practicable, use its diligent best efforts to effect such registration in the jurisdictions of Brazil or the United States or any other jurisdiction which may be accessed by the Company (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, Securities Laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 1.2(a)(A); provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:1.2(a): (Ax) 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 jurisdictionjurisdiction and except as may be required by the Securities Laws; (By) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) 1.2 and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registrationclosed; or (Dz) During If the period starting 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 $15,000,000 (or $30,000,000 if such requested registration is the initial public offering). The registration statement filed pursuant to the request of an Initiating Holder may, subject to the provisions of Section 1.2(b) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the date sixty Company, are entitled to include their securities in any such registration (60) days prior "Other Holders"), subject to the Company’s good faith estimate terms of the date this Agreement. The registration rights set forth in this Section 1 shall be assignable, in whole or in part, to any transferee of filing of, and ending on a date one hundred eighty Registrable Securities (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing who shall be bound by all commercially reasonable efforts to cause such registration statement to become effectiveobligations of this Section 1).

Request for Registration. If the Company shall receive from the Preferred Holder a written request that the Company effect a registration with respect to all or a part of the Registrable Securities, the Company will: At any time (i) within ten (10) days of receipt thereof, give written notice of during the proposed registration to all other Holders; and three year period commencing on the Conversion Date or (ii) use its best efforts prior to the Conversion Date (A) during any period in which less than two million shares of Common Stock (such number to be appropriately adjusted for stock dividends, stock splits, recapitalizations and other transactions that affect the capitalization of the Company) are held of record or beneficially by Public Stockholders or (B) after the first anniversary of this Agreement and until the Company has affected a Qualified Offering if the Company has failed prior to the first anniversary of this Agreement to effect such registration a Qualified Offering (includingindividually and collectively, without limitationthe "Demand Registration Period"), filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 of not less than 25% of the then outstanding Registrable Securities (the "Demand Requesting Holder(s)") may make a written request received by of the Company within twenty (20a "Demand Request") days after such written notice from for registration under the Company is deliveredSecurities Act (a "Demand Registration") of all or part of its or their Registrable Securities; provided, however, that the number of Registrable Securities requested to be registered shall have a Fair Market Value in excess of $20,000,000. Any Demand Registration Period may be extended pursuant to Section 4(c). The Company shall not be obligated to effectregister Registrable Securities (x) during the period set forth in clause (i) of the first sentence in the first paragraph of this Section 2(a) on two occasions only, (y) during the period set forth in clause (ii)(A) of the first sentence in the first paragraph of this Section 2(a) on one occasion only and (z) during the period from the first anniversary of this Agreement to the Conversion Date (pursuant to the terms of Section 2(a)(ii)(B)) on one occasion only; provided, however, upon the occurrence of the Conversion Date, the Liquidity Event Demand Right and the Qualified Offering Demand Right, if applicable, shall expire and upon the exercise of a Liquidity Event Demand Right by the Holders, if applicable, prior to the exercise of a Qualified Offering Demand, the Qualified Offering Demand Right shall expire. At any time following a Demand Registration by any Demand Requesting Holder or to take any action to effect, any such registration Holders pursuant to this Section 2.1: 2, a Demand Requesting Holder or Holders may make a subsequent Demand Request only if not less than 180 days (the "Blackout Period") has elapsed from the later of (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service date of process in effecting such registration, qualification, effectiveness of the prior Demand Registration or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the date of effectiveness of any registration under the Securities Act with respect to an offering of any equity securities by the Company has for its own account or an offering of securities of the Company initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold by any other holder of demand registration rights (other than if an Exempt Registration Statement). Notwithstanding the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registrationforegoing, such registration shall not count as Holders may make such a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by subsequent Demand Request during the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Blackout Period in the event that such withdrawal is based upon material adverse information relating the date of effectiveness of either registration referred to in the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration preceding sentence falls within ninety (90) 180 days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate end of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveDemand Registration Period.

Request for Registration. If the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a registration any registration, qualification or compliance with respect to all or a part Registrable Securities with an anticipated aggregate offering price, before deduction of the Registrable Securitiesunderwriting discounts and commissions, of at least $5,000,000, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided that the Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 2.1subsection 1.2: (A) In at any time prior to the earlier of two (2) years from the date of the Series D Agreement or six (6) months following the effective date of the registration statement under the Securities Act for the Company’s initial registered public offering (the “IPO”) of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction); B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction;jurisdiction and except as required by the Securities Act; or (BC) After after the Company has initiated two effected three (23) such registrations pursuant to Section 2.1(athis subsection 1.2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant for the period set forth in Section 1.6(a). Subject to which securities have been sold the foregoing clauses (other than A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within sixty (60) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Holders elected not to sell securities pursuant Company shall furnish to such registration; provided thatholders a certificate signed, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which Company’s investment bankers and supported by a determination of the Holders have not elected to bear Company’s Board of Directors (the Registration Expenses pursuant to Section 2.4 hereof except “Board”), that in the event that such withdrawal is based upon material adverse information relating its good faith judgment, it would be seriously detrimental to the Company that and its shareholders for such registration statement to be filed at the date filing would be required and it is different from therefore essential to defer the information known or available (upon request from filing of such registration statement, the Company or otherwise) to the Holders requesting registration at the time shall have an additional period of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within more than ninety (90) days after the expiration of the effective date of a previous registrationinitial ninety (90) day period within which to file such registration statement; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing ofprovided, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided further that the Company is actively employing all commercially reasonable efforts to cause may not use such registration statement to become effectiveadditional deferral right more than once in any twelve (12) month period.

Request for Registration. If Upon the Company shall receive from the Preferred Holder a written request of a Holder or ------------------------ a group of Holders holding Registrable Securities representing twenty-five percent (25%) or more of the outstanding Common Stock (the "Requesting Holder" or the "Requesting Holders") requesting that the Company effect a the registration with respect to under the Securities Act of all or a part of such Holder's or Holders' Registrable Securities and specifying the Registrable Securitiesintended method of disposition thereof, the Company will: (i) within ten (10) days of receipt thereof, will promptly give written notice of the proposed such requested registration to all other Holders; and (ii) Holders of Registrable Securities, and thereupon will, as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky laws or other state securities laws, laws and appropriate compliance with under the Securities Act) 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 of: (i) the Registrable Securities of which the Company has been so requested to register by the Requesting Holder(s); and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder or Holders joining in such request as are specified in a thereof by written request received by given to the Company within twenty ten (2010) days after such written notice from is mailed or delivered by the Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that if the Requesting Holder(s) shall have -------- ------- requested the Company to effect a registration under this Section 2 and prior to the effective date of the registration statement relating to such registration such Holders shall have revoked such request pursuant to the last sentence of this Section 2(a), then the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2 within a period of one hundred eighty (180) days after the date which is deliveredforty- five (45) days after the date of receipt by the Company of the registration request that was subsequently revoked. Promptly after the expiration of the ten (10) day period referred to in subsection (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. All of the Requesting Holders acting jointly may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) three such registrations pursuant to this Section 2.1(a) 2 (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 4 hereof except in and would, absent such election, have been required to bear such expenses) or after the event that such withdrawal is based upon material adverse information relating to tenth anniversary of the Company that is different from completion of the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time Company's initial public offering of their request for registration under Section 2.1)Common Stock; (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-Company- initiated registration; provided provided, that the Company is actively employing -------- in good faith all commercially reasonable efforts to cause such registration statement to become effective; (D) If the Requesting Holder(s) propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2(e) hereof; (E) If the Requesting Holder(s) do not request that such offering be firmly underwritten by underwriters selected by the Requesting Holder(s) (subject to the consent of the Company, which consent will not be unreasonably withheld); or (F) If the Company and the Requesting Holder(s) are unable to obtain the commitment of the underwriter described in clause (E) above to firmly underwrite the offer.

Request for Registration. If the Company shall receive from the Preferred Holder Initiating Holders, at any time or times not earlier than the earlier of (x) f our years after the date of this Agreement and (y) six months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securitiessecurities having an aggregate offering price, net of underwriting discounts and expenses, equal to or exceeding $6.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) and the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) exceed $7,500,000 the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, including without limitation, limitation filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion number of such Registrable Securities as are specified in such request, together with all or such portion number 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 twenty (20) 20 days after such written notice from the Company is deliveredeffective. The Company shall not be obligated to effect, ef fect or to take any action to effect, any such registration pursuant to this Section 2.11.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 2.1(a1.2(a) (counting for these purposes only (I1) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thatsold, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II2) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 1.4 hereof except in the event that and would, absent such withdrawal is based upon material adverse information relating election, have been required to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1bear such expenses); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) 60 days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) 180 days after the effective date of, a Company-initiated registration; , provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (D) 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 1.5 hereof; (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, which consent will not be unreasonably withheld); or (F) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (E) above to a firmly underwritten offer.

Request for Registration. If If, after one year following the UAG IPO, the Company shall receive from the Preferred Holder a written request from the Holder or Holders of in excess of 66 2/3% of the Registrable Securities then outstanding and entitled to registration rights under this Section 1 (the "Initiating Holders") that the Company effect a the registration under the 1993 Act with respect to all or a part of the Registrable Securities, the Company will: (i) , within ten (10) five days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and Holders and shall within ninety (ii90) use days of its best efforts to effect receipt of such written request, file a registration (including, without limitation, filing post-effective amendments, statement on a form deemed appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance by the Company's counsel with the Securities Actand Exchange Commission (the "SEC") as would permit or facilitate the sale and distribution of covering 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 which the Holders joining shall in such writing request as are specified in a written request received by the Company (given within twenty (20) days after such written of receipt of the notice from given by the Company is deliveredpursuant to this Section 1.2(a)) to be included in such registration and the Company shall use its best efforts to cause such registration statement to become effective. The Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 2.1: 1.2(a) hereof (A) In after the Company already has effected one (1) such registration pursuant to this Section 1.2(a) and such registration has been declared or ordered effective, (B) if a registration statement filed by the Company has been declared or ordered effective within fifteen (15) months prior to the receipt of a written request from a Holder or Holders under this Section 1.2(a), (C) if the Company shall be required by the SEC or any state securities authority to have an audit of any of its interim financial statements prepared in order to have a registration statement declared effective, unless the Holders shall agree in writing to bear the expense of such audit in full, (D) if in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed (in which case the Company shall have the right to defer such filing for a period of not more that 180 days after receipt of the request of the Initiating Holders), or (E) 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; (Bjurisdiction and except as may be required by the 1933 Act or applicable rules or regulations thereunder. It is expressly agreed that nothing contained in this Section 1.2(a) After shall give any Holder the right to have the disposition of its Registrable Securities effected by means of an underwritten offering. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.2(b) below, include other securities of the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations its own account or which have been declared are held by officers or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes directors of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) persons or entities who, by virtue of agreements with the Company, are entitled to the Holders requesting registration at the time of include their request for registration under Section 2.1); (C) The Company shall not be obligated to effect securities in any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective"Other Shareholders").

Request for Registration. If the Company shall receive from the Preferred Holder Initiating Holders, at any time after the date hereof, other than during the 180 day period after the closing of the Company IPO, a written request (a “Demand Request”) that the Company effect a the registration with respect to all or a part qualification of the Registrable SecuritiesSecurities at an aggregate net offering price of not less than $50,000,000, then the Company willshall: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration or qualification to all other HoldersHolders and the Founders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, or qualification (including, without limitation, filing post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as would may be so requested and as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such requestDemand Request, together with all or such portion of TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the Registrable Securities of other Holders or the Founders Stock of any Holder or Holders Founders joining in such request Demand Request as are specified in a written request received by the Company notice given within twenty (20) 20 days after such receipt of written notice from the Company pursuant to clause (i) of this Section 1.2(a); provided that the Company may delay the effectiveness of such Demand Request until (A) the third year anniversary of the date hereof (in such case without impairing its right to further delay the effectiveness of such Demand Request pursuant to clause (B) of this Section 1.2(a)(ii)), or (B) if the Demand Request is deliveredreceived subsequent to the third year anniversary of the date hereof or if the Company elects to delay the effectiveness of such Demand Request pursuant to clause (A) of this Section 1.2(a)(ii), up to 90 days if the Board of Directors of the Company has determined in good faith in a written certificate delivered to the Holders, signed by the Chairman of the Board, that such a registration would be seriously detrimental to the Company and its stockholders at such time (but no further delays after such 90 days will be permitted. The holders of a majority of the Registrable Securities held by the Initiating Holders may withdraw the Demand Request at any time prior to the third year anniversary of the date hereof if the Company shall elects to delay the effectiveness of such Demand Request pursuant to clause (A) of this Section 1.2(a)(ii), or during such 90-day period if the Company elects to delay the effectiveness of such Demand Request pursuant to clause (B) of this Section 1.2(a)(ii), in which event they will not be deemed to have made a Demand Request hereunder); provided, however, that the Company may only delay the effectiveness of such Demand Request pursuant to clause (B) of this Section 1.2(a)(ii) once in any given twelve-month period; and provided further, that the Company will not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1: (A1.2(a) In any particular jurisdiction in which after the Company would be required closing of the sale of Registrable Securities incident to execute a general consent two registrations effected pursuant to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (BDemand Requests under this Section 1.2(a) After the Company has initiated two (2) if such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective effective; and pursuant to which securities have been sold (other than if provided further, that the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such a registration pursuant to this Section 1.2(a) if it delivers a written notice, delivered to the Holders within ninety (90) 30 days of the effective date receipt of a previous registration; or (D) During Demand Request and signed by the period starting with Chairman of the date sixty (60) Board, stating that the Company intends to file a registration statement for the Company IPO within 90 days prior to the Company’s good faith estimate of the date of filing ofsuch notice and, and ending on a date one hundred eighty (180) days after the effective date ofduring such 90 day period, a Company-initiated registration; provided that the Company is actively employing all continues to take commercially reasonable efforts in good faith to cause consummate such Company IPO. Subject to the foregoing provisions, the Company will file a registration statement covering the securities so requested to become effectivebe registered as soon as practicable, but in any event within 60 days, after receipt of the request of the Initiating Holders.

Request for Registration. If the Company shall receive from the Preferred Holder ------------------------ Initiating Holders at any time not earlier than one hundred eighty (180) days after the closing of the Company's Qualified IPO, a written request that the Company effect a registration with respect to all or a part at least twenty five percent (25%) of the Registrable SecuritiesSecurities (or a lesser percentage if the aggregate public offering price of the Registrable Securities subject to such request will exceed $7,500,000), then the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) promptly use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) and to take all such actions 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 twenty (20) days after such written notice from the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) one such registrations registration pursuant to this Section 2.1(a1.2(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 1.4 hereof except and would, absent such election, have been required to bear such expenses); provided, that if in -------- the registration effected pursuant to this Section 1.2(a), less than sixty- seven percent (67%) of all Registrable Securities outstanding at the time of the delivery of the Company's notice under Section 1.2(a)(i) were sold in such registration and at least one hundred eighty (180) days have elapsed since the effective date of such first registration, then such first registration shall not be counted against the single registration which the Initiating Holders may request under this Section 1.2(a); provided, further, that if at the time the Holders elect to withdraw a -------- ------- request for registration, the Holders have learned of a material adverse change in the event that such withdrawal is based upon material adverse information relating to condition, business or prospects of the Company from that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1);and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall retain their rights to request registration and shall not be required to pay the costs of the withdrawn registration. (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date beginning sixty (60) days prior to the Company’s good faith estimate date of the date filing of filing of, a registration statement by the Company pursuant to a Company-initiated registration and ending on a date one hundred eighty (180) days after the effective date ofof such registration statement; provided, a Company-initiated registration; provided that the -------- Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (D) 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 1.5 hereof.

Request for Registration. (a) If the Company shall receive from receive, at any time after the Preferred Holder one year anniversary of this Agreement, a written request from the Holder that the Company effect file a registration with respect to all or a part statement (other than on Form S-3) under the Act covering the registration of at least $5,000,000 (before deduction of underwriting discounts and commissions) of the Registrable SecuritiesCommon Stock, then the Company will: (i) shall within ten (10) days of after receipt thereof, give any required written notice of the proposed registration such request to all other Holders; and holders of Securities with Piggyback Rights, and shall, subject to the limitations set forth below (ii) including under Section 8 below), use its best commercially reasonable efforts to effect such as soon as practicable the registration (includingunder the Act of all Registrable Securities and, without limitationif any, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate with Piggyback Rights that the sale Holder and distribution the holders 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 Piggyback Rights requests be so registered in a written request received to be given within thirty (30) days of the mailing of such notice by the Company. (b) The Company within twenty is obligated to effect only two (202) days after such written notice from registrations pursuant to this Section 2. (c) Notwithstanding the foregoing, if the Company is delivered. The Company shall not be obligated furnish to effect, or to take any action to effect, any such the Holder requesting a registration pursuant to this Section 2.1: 2 within thirty (30) days of receiving such request: (i) a certificate signed by the President of the Company stating that in the reasonable good faith judgment of the Board of Directors of the Company, (A) In the filing of a registration statement or a sale of the Registrable Securities pursuant thereto would materially adversely affect or interfere with any particular jurisdiction in which proposed or pending financing, acquisition, corporate reorganization, or other material transaction or the conduct or outcome of any material litigation involving the Company or any of its subsidiaries, (B) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would be required to execute require disclosure of material information that the Company has a general consent to service of process in effecting such registrationbona fide business purpose for preserving as confidential, qualification, or compliance, unless (C) the Company is already subject unable to service in such jurisdiction; comply with SEC requirements or (BD) After the filing of a registration statement or a sale of Registrable Securities pursuant thereto would otherwise materially adversely affect the Company has initiated two to the detriment of the shareholders, as a whole (2the circumstances described above being referred to herein as being "Seriously Detrimental" to the Company) such registrations pursuant and it is therefore essential to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if defer the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, filing of such registration statement, then the Company shall have the right to defer such filing for a period of not count as more than ninety (90) days each after receipt of the request of the Holder; provided, however, that the Company may not use this right more than once in any twelve (12)-month period, or (ii) a certificate signed by the President of the Company stating that the Company intends within thirty (30) days of the date of such certificate to file a registration statement for purposes the public offering of this Section 2.1) and (II) registrations which have been withdrawn by securities of the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating Company to the Company that is different from general public, then the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect the registration requested pursuant to this Section 2; provided, however, that the -------- ------- Company shall promptly notify the Holder requesting a registration pursuant to this Section 2 of any decision by the Company to abandon or indefinitely delay such public offering; and provided, further, that if the Company shall reject -------- ------- any request for registration within ninety (90) days pursuant to either of the effective date immediately preceding clauses (i) or (ii), the request by the Holder shall be deemed withdrawn and shall not operate to reduce the number of a previous registration; or (D) During requests the period starting with the date sixty (60) days prior Holder is entitled to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts make hereunder pursuant to cause such registration statement to become effectivethis Section 2.

Request for Registration. If (a) Commencing on the Effective Date, if the Company shall receive from the Preferred Holder a written request (specifying that it is being made pursuant to this Section 2) from the Holders of more than twenty-five percent (25%) of the Registrable Securities that the Company effect file a registration with respect to all statement under the 1933 Act, or a part similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the Registrable Securities that are the subject of such request, then the Company shall file a registration statement under the 1933 Act on an appropriate form (which form shall be available for the sale of the Registrable Securities, Securities in accordance with the Company will: (iintended method or methods of distribution) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) covering such Registrable Securities and shall use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of cause all or such portion of such Registrable Securities as are specified in such requestthat the Holders have requested be registered to be registered under the 1933 Act; provided, together with all or such portion of however, that -------- ------- (i) the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effectprepare, or file and cause to take any action to effect, any such registration become effective pursuant to this Section 2.1:2(a) a registration statement unless the proposed aggregate public offering price of the securities to be included in such registration statement is at least five million Dollars ($5,000,000) and (ii) the rights of the Holders under this Section 2(a) shall be subject to the provisions of the Lock-Up Agreements. (Ab) In any particular jurisdiction in which Notwithstanding the foregoing, 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 reasonable determination of the Board of Directors of the Company, there exists circumstances not yet disclosed to the public which would be required to execute be disclosed in a general consent registration statement filed pursuant to service Section 2(a) and the disclosure of process in effecting such registration, qualification, or compliance, unless which would be materially harmful to the Company is already subject or its stockholders, then the Company's obligation to service in file such jurisdiction;a registration statement shall be deferred for a period not to exceed three (3) months; provided, however, that the Company's ----------------- right to defer the registration rights provided hereunder pursuant to this Section 2(b) may be exercised only once. (Bc) After the The Company has initiated shall be obligated to effect only two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their 2(a). Any request for registration under Section 2.1); (C2(a) The Company must be for a firmly underwritten public offering to be managed by an underwriter or underwriters of recognized national standing selected by such Holders, subject to the approval of the Board of Directors of the Company, which approval shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveunreasonably withheld.

Request for Registration. If In case the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all Registrable Securities the reasonably expected aggregate offering price of which equals or a part of the Registrable Securitiesexceeds $7,500,000 including underwriting discounts and commissions, the Company will: (i) within ten (10) days of after its receipt thereof, thereof give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) 20 days after receipt of such written notice from the Company is delivered. The Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 2.1:2.2(a): (A) Prior to the earlier of (i) two years after the date hereof, or (ii) one hundred and twenty (120) days following the effective date of the Company's first registered offering to the general public of its securities for its own account (the "IPO"); or (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;jurisdiction and except as may be required by the Securities Act; or (BC) After the Company has initiated effected two (2) such registrations pursuant to Section 2.1(athis subsection 2.2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant effective. Subject to which securities have been sold the foregoing clauses (other than A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within seventy-five (75) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Holders elected not to sell securities pursuant Company shall furnish to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn certificate signed by the Holders as to which President or Chief Executive Officer of the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company stating that in the event that such withdrawal is based upon material adverse information relating good faith judgment of the Board of Directors it would be seriously detrimental to the Company that for such registration statement to be filed at the date filing would be required and it is different from therefore essential to defer the information known or available (upon request from filing of such registration statement, the Company or otherwise) shall be entitled to delay the Holders requesting registration at the time filing of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within statement not more than once in any twelve month period for an additional period of up to ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectivedays.

Request for Registration. If at any time after the earlier of (i) the date three years after the effective date of this Agreement or (ii) the date six months 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 Preferred Holder or group of Preferred Holders holding at least a majority in interest of the Preferred Holder Stock (the “Initiating Holders”) a written request that the Company effect a registration with respect to all or at least a part majority of the Registrable SecuritiesSecurities (or any lesser percent if the anticipated aggregate proceeds are not less than $5,000,000, prior to underwriter commissions and discounts, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as 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 twenty (20) 20 business days after receipt of such written notice from the Company is deliveredCompany, subject to the terms and conditions of this Section 4. The Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 2.14: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) 4 and such registrations which have been declared or ordered effective and pursuant to which the securities have been sold (other than if the Holders elected not to sell securities offered pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)sold; (C) The Company shall not be obligated to effect any such registration within ninety (90) days of Within six months after the effective date of a previous registration; orprior registration under this Section 4; (D) During the period starting with the date sixty (60) 60 days prior to the Company’s good faith estimate of the estimated date of filing of, and ending on a the date one hundred eighty (180) 180 days after immediately following the effective date of, a any Company-initiated registration; 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 best efforts to cause such registration statement to become effective. Subject to the foregoing clauses (A), (B), (C) and (D), 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 (the “Board”), it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore in the best interests of the Company and its stockholders 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 after receipt of the request of the Initiating Holders, provided, however, that the Company may not utilize this right more than once in any 12 month period.

Request for Registration. If (a) At any time after the Company date 180 days after the date of the Prospectus, if the Corporation shall receive from the Preferred Holder any Shareholder (in such capacity, a "Requesting Shareholder"), a written request that the Company Corporation effect any registration under the Securities Act, or, mutatis mutandis, under the securities Laws then applicable in Canada, with respect to the sale and distribution of all or a part representing not less than 5% of the Registrable Shares in a public offering, then if the then outstanding Commission has not prior to the date of such request (the "Demand Date") declared effective a shelf registration statement pursuant to Rule 415 with respect to all or a part of the Registrable SecuritiesShares (a "Shelf Registration Statement") which is effective as of the Demand Date, the Company Corporation will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all each of the other HoldersShareholders (collectively, the "Non-Requesting Shareholders"); and (ii) as soon as practicable but in any event within 90 days, use its reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable securities Laws, including, without limitation, "blue sky or other state securities sky" laws, and appropriate compliance with applicable regulations issued under the Securities ActAct or the securities Laws then applicable in Canada, as the case may be) 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 as are specified in such request, together with all or such portion of the Registrable Securities Shares of any Holder or Holders the Non-Requesting Shareholder(s) joining in such request as are specified in a written request received by the Company Corporation within twenty ten (2010) days Business Days after such written notice from the Company Corporation is delivered. The Company given under clause 2(a)(i) above; provided that the Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (A) In for a period of up to 120 days (a "Deferral Period "), each of which Deferral Periods may be renewed for one additional Deferral Period, in the case of any Deferral Period (or its renewal), if the board of directors of the Corporation (1) determines in good faith that (a) it is in possession of material, nonpublic information concerning an acquisition, merger, recapitalization, consolidation, reorganization, financing or other material transaction by or of the Corporation or concerning pending or threatened litigation, and (b) disclosure of such information would jeopardize any such transaction or litigation and would be seriously detrimental to the Corporation and (2) delivers written notice to the Requesting Shareholders and Non-Requesting Shareholders that, in its good faith judgment, it would not be in the best interests of the shareholders of the Corporation for such Registration to be effected; provided that the Corporation shall not defer its obligation in this manner more than once in any twelve-month period. (B) in any particular jurisdiction in which the Company Corporation would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company Corporation is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective jurisdiction and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count except as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn may be required by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known Securities Act or available (upon request from the Company applicable rules or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)regulations thereunder; (C) The Company with respect to any Shareholder (together with its Permitted Transferees and Specific Assignees), after the Corporation has effected three (3) registrations pursuant to this Section 2(a); provided, however, that any request under Section 2(a) shall be deemed not be obligated to effect any have been made if (i) it does not result in a registration that is declared or ordered effective by the applicable governmental authorities or agencies, including without limitation, the Commission, and that remains effective for not less than 30 days (or such shorter period as will terminate when all Registrable Shares covered by such registration within ninety (90) days have been sold or withdrawn), or, if such registration relates to an underwritten offering, such longer period, if any, as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of the effective date Registrable Shares by an underwriter or dealer (in either case, such period being the "Demand Period "), (ii) (x) during the Demand Period such registration is terminated by any stop order, injunction or other order or requirement of any governmental agency or court or (y) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a previous registrationwrongful act, misrepresentation or breach of an applicable underwriting agreement by the selling Shareholders, or (iii) the Requesting Holders withdraw their request for registration and bear the Registration Expenses, all in accordance with Section 6 below; or (D) During the period starting with the date sixty (60) days if on or prior to the Company’s good faith estimate Demand Date, the Corporation has filed with the Commission a Shelf Registration Statement on Form S-3 covering the Registrable Shares which is being diligently pursued by the Corporation with the Commission as of the date Demand Date. The registration statement filed pursuant to the request of filing ofthe Requesting Shareholders and any Non-Requesting Shareholder may, subject to the provisions of Section 2(b) below, include Primary Shares. (b) The Corporation shall be entitled to select the managing underwriter of the underwriting; provided, however, that any such managing underwriter shall be an investment banking firm of nationally recognized reputation reasonably acceptable to the selling Shareholders representing a majority of the Registrable Shares to be included in such registration. The Requesting Shareholders and ending on a date one hundred eighty the Non-Requesting Shareholders (180collectively, the "Holders") days after proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the effective date ofmanaging underwriter or underwriters selected for such underwriting by the Corporation reasonably acceptable to the Corporation. Notwithstanding any other provision of this Section 2, a Company-initiated registration; provided if the managing underwriter advises the Requesting Shareholders in writing that the Company inclusion of all Registrable Shares and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares and/or Primary Shares to be included in 4 such registration shall be reduced to such number as shall, in the managing underwriter's opinion, not be likely to have such an effect, which shall be included in such registration in the following order: (i) first, the Registrable Shares requested to be included in such registration that are held by the Requesting Shareholders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (ii) second, the Registrable Shares requested to be included in such registration that are held by the Non-Requesting Shareholders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); and (iii) third, the Primary Shares. No Registrable Shares or Primary Shares excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. (c) In the event that a registration is actively employing requested under this Section 2 and each of the Requesting Shareholders making such request later determine not to sell their Registrable Shares in connection with the registration requested, then the Requesting Shareholders shall give prompt notice to the Corporation and the other Shareholders, as applicable, that the registration requested is no longer required and the request is thereby withdrawn. Upon receipt of such notice, the Corporation shall cease all commercially reasonable efforts to cause such secure registration and shall take all action necessary and reasonably practicable to prevent the commencement of effectiveness for any registration statement to become effectivethat it is preparing or has prepared in connection with the withdrawn request.

Request for Registration. If At any time, if the Company shall receive from proposes to file a Registration Statement under the Preferred Securities Act (other than a Registration Statement on Form S-4 or S-8 (or any successor or similar forms promulgated under the Securities Act that may be in effect and under which the Company is eligible to register securities for offer and sale under the Securities Act) or a Registration Statement filed in connection with an exchange offer or offering of securities or debt solely to the Company's existing security or debt holders) with respect to an offering of any class of equity securities by the Company for its own account or for the account of any of its security holders and such Registration Statement is capable of being used to register Registrable Securities, then the Company will give written notice of such proposed filing to each Holder as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date). Such notice will offer each Holder the opportunity to have all or any of the Registrable Securities held by such Holder included in the Registration Statement proposed to be filed or, at the Company's option, in a separate Registration Statement to be filed concurrently with such Registration Statement (the "Piggy-back Registration"). Within ten (10) days after receiving such notice, each Holder may make a written request that to the Company effect that any or all of such Holder's Registrable Securities be included in the Piggy-back Registration, which notice will specify the number of shares to be so included and, subject to Section 8, the intended method(s) of disposition thereof. Subject to Subsection 3(b) and Section 8, the Company will include in the Piggy-back Registration (or in a registration separate Registration Statement filed concurrently therewith) all Registrable Securities with respect to all or a part of the Registrable Securities, which the Company will: (i) has received written requests for inclusion therein within ten (10) days of after the receipt thereof, give written notice by each Holder of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is deliveredCompany's notice. The Company shall not be obligated to effect, or to take may in its discretion withdraw any action to effect, any such registration Registration Statement filed pursuant to this Section 2.1: (ASubsection 3(a) In any particular jurisdiction in which the Company would be required subsequent 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; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) its filing without liability to the Holders requesting registration except with respect to Registration Expenses. Any Holder will be permitted to withdraw all or part of such Holder's Registrable Securities requested to be included in a Piggy-back Registration at any time prior to the time effective date of their request such Piggy-back Registration without any liability for registration under Section 2.1); (C) any Registration Expenses. The Company shall not will be obligated to effect any such registration within ninety no more than three (903) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a CompanyPiggy-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveback Registrations pursuant hereto.

Request for Registration. (i) If the Company shall receive from at any time after the Preferred Holder earlier of (1) December 31, 1994, or (2) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction), a written request from the Holders of at least fifty percent (50%) of the Registrable Securities (including securities convertible into Registrable Securities, but not including Registrable Securities defined under Section 2(a)(ii)(3) above) then outstanding that the Company effect file a registration with respect to all or a part statement under the Act covering the registration of the Registrable Securities, with an anticipated aggregate offering price, net of underwriting discounts and commissions, which would exceed $5,000,000, then the Company will: (i) shall, within ten (10) days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and (ii) use its best efforts Holders and shall, subject to the limitations of subsection 2(b)(ii), effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities lawsas soon as practicable, and appropriate compliance with in any event within 90 days of the Securities Act) as would permit or facilitate the sale and distribution receipt of all or such portion of such Registrable Securities as are specified in such request, together with the registration under the Act of all or such portion of the Registrable Securities of any Holder or which the Holders joining in such request as are specified in a written request received by the Company to be registered within twenty (20) days after of the mailing of such written notice from by the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1subsection 2(b)(1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (DA) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the estimated date of filing of, and ending on a the date one hundred eighty (180) 120 days after immediately following the effective date of, any registration statement pertaining to securities of the company (other than a Company-initiated registration; 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; (B) After the Company has effected two such registrations pursuant to this subsection 2(b)(i), and such registrations have been declared or ordered effective; (C) 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 share holders for a registration statement to be filed at such time, then the Company’s obligation to use its best efforts to register, qualify or comply under this subsection 2(b)(i) shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Holders; provided, however, that the Company may not utilize this right more than once in any twelve month period. (ii) 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 as a part of their request made pursuant to this Section 2(b)(ii) and the Company shall include such information in the written notice referred to in subsection 2(b)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2(d)(v)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2(b), if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then all shares other than Registrable Securities shall first be excluded, and the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder.

Request for Registration. If the Company shall receive from the Preferred Holder an Initiating Holder, at any time, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (iA) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (iiB) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(A) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (AI) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (BII) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a2(a) requested by the Initiating Holder (counting which shall not preclude the other Initiating Holder from making such a request if the Company has not already effected two (2) such registrations pursuant to this Section 2(a) for these purposes only (Isuch other Initiating Holder) and such registrations which have been declared or ordered effective and pursuant the sales of such Registrable Securities shall have closed; (III) If the Registrable Securities requested by all Holders to which securities have been sold (other than if the Holders elected not to sell securities be registered pursuant to such registrationrequest do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); provided thator (IV) If at the time of any request to register Registrable Securities, if the Holders pay Company is engaged or has fixed plans to engage within thirty (30) days of the Registration Expenses incurred time of the request in connection with such registration, such registration shall not count as (1) a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders registered public offering as to which the Holders have not elected to bear the Registration Expenses may include Registrable Securities pursuant to Section 2.4 hereof except 2(b) or (2) an acquisition, financing or other material transaction which, in the event good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company. In such event, the Company may, at its option, direct that such withdrawal is based upon material adverse information relating to the Company that is different request be delayed for a period not in excess of three months from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with such offering or the date sixty of the determination by the Board of Directors, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) below, include other securities, other than Registrable Securities, of the Company which are held by the other stockholders (60“Other Stockholders”) days of the Company. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any permitted transferee of Registrable Securities (who shall be bound by all obligations of this Agreement). Holders holding a majority of the Registrable Securities requested to be registered may, at any time prior to the Company’s good faith estimate effective date of the date registration statement relating to such registration, revoke such request, without liability to the Company, such Holders, any of filing ofthe other Holders or the Other Stockholders, and ending on by providing a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that written notice to the Company is actively employing all commercially reasonable efforts to cause revoking such registration statement to become effectiverequest.

Request for Registration. If the Company shall receive from the Preferred Holder an ------------------------ Initiating Holder, at any time, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above except as set forth in Section 2(a)(ii) below; provided that the Company shall not -------- be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction (x) 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 or applicable rules or regulations thereunder, or (y) where expressions of investment interest are not sufficient in such jurisdiction to reasonably justify the registration or qualification in such jurisdiction; (B) After the Company has initiated two effected five (25) such registrations pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)closed; (C) The If the Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than $5,000,000; (D) If the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not be obligated to effect any such registration within exceed ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of from the date of filing ofreceipt of written request from the Initiating Holder; provided, and ending on a date one hundred eighty (180) days after the effective date ofhowever, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts shall -------- ------- not exercise such right more than once in any 360 day period. (3) Notwithstanding anything to cause the contrary set forth herein, Landmark may initiate a total of three (3) requested registrations as an Initiating Holder and the 2001 Holders may initiate a total of one (1) requested registration under this Section 2(a). The 2001 Holders may only initiate such requested registration as an Initiating Holder under the following conditions: (A) The 2001 Holders (or their permitted transferees) shall have requested such registration prior to March 1, 2005; (B) Such request constitutes a request by the holder or holders of at least 75% of Registrable Securities held by the 2001 Holders (or their permitted transferees); and (C) Landmark shall have consented in writing to such requested registration by the 2001 Holders (or their permitted transferees); provided, however, that such written consent from Landmark -------- ------- shall not be required if either (a) Landmark does not own any Registrable Securities and the Company has no outstanding indebtedness of any kind to Landmark, or (b) each of the conditions under Section 2(l) have been satisfied. If any of the other Holders request such inclusion, the registration statement filed pursuant to become effectivethe request of the Initiating Holder may, subject to the provisions of Section 2(a)(ii) below, include Registrable Securities held by such Holders. In the event any Initiating Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its affiliates, the registration shall provide for the resale by such affiliates, if requested by such Initiating Holder.

Request for Registration. If In case the Company shall receive ------------------------ from the Preferred Holder Initiating Holders a written request that the Company effect a registration any registration, qualification or compliance with respect to all or a part of 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) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after receipt of such written notice from the Company is delivered. The Company; provided, however, that the Company shall not be obligated to effect, or to take -------- ------- any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 2.11.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B2) Prior to June 30, 2001; (3) During the one hundred eighty (180) day period commencing on the effective date of the registration statement pertaining to the initial public offering of securities of the Company; (4) 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 initiated effected two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have this subparagraph 1.5(a), such registration has been declared or ordered effective and pursuant to which the securities have been sold (other than if the Holders elected not to sell securities offered pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn sold; or (6) If the Company shall furnish to such Holders a certificate, signed by the Holders as to which President of the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except Company, stating that in the event that such withdrawal is based upon material adverse information relating good faith judgment of the Board of Directors it would be seriously detrimental to the Company that is different from or its stockholders for a registration statement to be filed in the information known near future, then the Company's obligation to use its best efforts to register, qualify or available (upon request from the Company or otherwise) comply under this Section 1.5 shall be deferred for a period not to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within exceed ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of from the date of filing ofreceipt of written request from the Initiating Holders; provided, and ending on a date one hundred eighty however, that this right to delay any requested registration statement shall not be utilized more than once in any twelve (18012) days after month period. Subject to the effective date offoregoing clauses (1) through (6), a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. The Initiating Holders, by written request to the Company, may require the Company to effect a registration (a "Demand Registration") with respect to Registrable Securities at any time after September 1, 1998. If the Initiating Holders elect to exercise such rights prior to an IPO, then in connection therewith the Company shall receive from the Preferred Holder a written request that take (or prior thereto the Company shall have taken) all such actions as shall be necessary to effect a registration stock-split with respect to all or a part its shares of Common Stock such that, after giving effect to such stock-split and after giving effect to the distribution of the Registrable SecuritiesSecurities contemplated by the IPO, the public float criteria with respect to a company listed on the Nasdaq National Market shall be satisfied. Upon any registration request hereunder, the Company willshall: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other HoldersHolders (the "Demand Registration Notice"); and (ii) as soon as practicable, but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its best efforts and take all appropriate action to file a registration statement with the Commission, and shall use its best efforts and take all appropriate action to effect such registration as soon as possible following such filing (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable the blue sky or other state securities laws, laws reasonably requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after such written notice from receipt of the Company is deliveredDemand Registration Notice. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (A) In any particular jurisdiction in which 2 after the Company would be required to execute a general consent to service third of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to this Section 2.1(a) (counting for these purposes only (I) registrations which 2 have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registrationeffective; provided PROVIDED that, if none of the first three registrations pursuant to this Section 2 to be declared or ordered effective is (i) a Series F-Initiated No-Cutback Registration (as defined below), then thereafter Holders pay of Registrable Securities representing at least twenty percent (20%) of the Series F Registrable Securities then outstanding (as the Initiating Holders) will have the right to request additional registrations pursuant to this Section 2 until one such additional registration is a Series F-Initiated No-Cutback Registration Expenses incurred in connection with and (ii) a Series J-Initiated No-Cutback Registration (as defined below), then thereafter Holders of Registrable Securities representing at least twenty percent (20%) of the Series J Registrable Securities then outstanding (as the Initiating Holders) will have the right to request additional registrations pursuant to this Section 2 until one such registration, such additional registration shall not count as is a Series J-Initiated No-Cutback Registration. A "SERIES F-INITIATED NO-CUTBACK REGISTRATION" is a registration for purposes of pursuant to this Section 2.1) 2 which is declared or ordered effective, is requested by Holders of Series F Registrable Securities as the Initiating Holders and (II) registrations in which have been withdrawn by the Holders as no Series F Registrable Securities requested to which the Holders have not elected to bear the Registration Expenses be included are excluded pursuant to Section 2.4 hereof except 2.5 below. A "SERIES J-INITIATED NO-CUTBACK REGISTRATION" is a registration pursuant to this Section 2 which is declared or ordered effective, is requested by Holders of Series J Registrable Securities as the Initiating Holders and in which no Series J Registrable Securities requested to be included are excluded pursuant to Section 2.5 below. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2 a certificate signed by the Chief Executive Officer of the Company stating that in the event that such withdrawal is based upon material adverse information relating good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request and its stockholders for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectivebe filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; PROVIDED, that the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. If Subject to Article III, Holders of Registrable Securities shall have the Company shall receive from right to request (with such requests in writing and stating the Preferred Holder number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders) up to three (3) registrations on Form S-3 at Ecogen's expense and an unlimited number of additional registrations on Form S-3 at the selling Holder's expense, provided that (i) a written request that for registration is made by Holders of at least fifty percent (50%) of the Company effect a registration with respect to all or a part aggregate Registrable Securities held on such date; and (ii) the requests for additional registrations are made by Holders of at least twenty percent (20%) of the Registrable Securities, and (iii) such Registrable Securities have an aggregate offering price of at least $1,000,000 or represent all of the Company willRegistrable Securities of the Holders held on such date, and Ecogen shall promptly comply with any such request, subject only to the following: (i) within ten (10) days of receipt thereof, give written notice Ecogen shall not be required to effect a registration pursuant to this Section 4.1 prior to the first anniversary of the proposed registration Closing unless Mycogen otherwise has a right pursuant to all other Holders; andSection 3.1 (c) hereunder to sell Registrable Securities before such date. (ii) use its best efforts Ecogen shall not be required to effect such a registration pursuant to this Section 4.1 within one hundred eighty (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20180) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any effective date of the last such registration pursuant to this Section 2.1:4.1. (Aiii) In Ecogen shall not be required to effect a registration in any particular jurisdiction in which the Company Ecogen would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company Ecogen is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective jurisdiction and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count except as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn may be required by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known Securities Act or available (upon request from the Company applicable rules or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiveregulations thereunder.

Request for Registration. If At any time after the second year after the First Closing (as defined in the Purchase Agreement), if the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and listing on appropriate exchanges) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received given by the Company any other Holder within twenty (20) 20 days after receipt of such written notice from the Company is delivered. The Company; PROVIDED that the Company shall not be obligated to effect, or to take any action to effect, any such registration or any related actions pursuant to this Section 2.1: SECTION 1(A): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualificationqualification or compliance, or compliancein 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; jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After if at the time of any request to register Registrable Securities pursuant to this SECTION 1(A), the Company is engaged or has initiated two (2) such registrations fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 2.1(a) (counting SECTION 2 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for these purposes only (I) registrations which have been declared a period not in excess of six months from the effective date of such offering or ordered effective and pursuant to which securities have been sold (the date of commencement of such other than if material activity, as the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registrationcase may be, such right to delay a request to be exercised by the Company not more than once in any one-year period; (C) within six months after the effective date of any other registration of the Company's securities; (D) for a registration on Form S-1 or S-2, the aggregate value of the Registrable Securities being registered is less than $5,000,000; or (E) for a registration on Form S-3, the aggregate value of the Registrable Securities being registered is less than $250,000. Subject to the foregoing clauses (A), 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 Holders of Series A Preferred shall be entitled, as Initiating Holders, to no more than two requested registrations under this SECTION 1(A). The Holders of Series B Preferred shall be entitled, as Initiating Holders, to no more than two requested registrations under this SECTION 1(A). A registration shall not count as a one of the permitted requested registrations hereunder until it has become effective. The registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses statement filed pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating request of the Initiating Holders may, subject to the provisions of SECTION 1(B) below, include other securities of the Company that is different from the information known which are held by officers or available (upon request from directors of the Company or otherwisewhich 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 1(B) to below the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated have no right to effect include any of its securities in any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective.

Request for Registration. If Subject to Section 2(b)(ii) hereof, if the Company shall receive from receive, at any time after the Preferred Holder earlier of (i) the fifth anniversary of the original date of this Agreement and (ii) ninety (90) days following a Qualified Public Offering, a written request (x) from an Initiating Holder that the Company effect a any registration with respect to all or a part of the Registrable Securities of such Initiating Holder or (y) from any Initial Holder that the Company effect a shelf registration with respect to all or a part of such Initial Holder's Registrable Securities, the Company will: (iA) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Initial Holders; and (iiB) as soon as practicable, use its best efforts to effect such registration under the Securities Act in accordance with Section 2(e) hereof (includingx) in the case such registration is requested by an Initiating Holder pursuant to Section 2(b)(i)(x), without limitation, filing post(1) on Form S-1 or any similar long-effective amendments, appropriate qualifications under applicable blue sky form registration statement (a "Long-Form Registration") or other state securities laws(2) on Form S-3 or any similar short-form registration statement (a "Short-Form Registration") if the Company qualifies to effect a Short-Form Registration, and appropriate compliance with (y) in the Securities Act) as would permit or facilitate the sale and distribution of case such registration is requested by an Initial Holder pursuant to Section 2(b)(i)(y), on a Short-Form Registration and, in each case, will include in such registration, all or such portion of such Registrable Securities of the Initiating Holder or the Initial Holder, as the case may be, as are specified in such request in accordance with such request, together with all or such portion of the Registrable Securities of any Initial Holder or Initial Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is delivereddeemed given (as provided in Section 5(f) herein) under Section 2(b)(i)(A) above. The Company shall not be obligated to effect, or to take any action to effect, any such Any registration statement filed pursuant to a request under this Section 2.1: (A2(b)(i) In any particular jurisdiction in which may, subject to the provisions of Section 2(b)(iii) below, include other securities of the Company would be required which are held by Persons other than Initial Holders who, by virtue of agreements with the Company, are entitled to execute a general consent to service of process include their securities in effecting such registration, qualification, or compliance, unless but the Company is already subject right of such Persons to service include any of their securities in such jurisdiction; (B) After the Company has initiated two (2) such registrations any registration requested by an Initiating Holder pursuant to Section 2.1(a2(b)(i)(x) (counting for these purposes only (Ihereof shall be subject to the limitations set forth in Section 2(b)(iii) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as below. The Initial Holder(s) who requested a registration for purposes of under this Section 2.12(b)(i) and (II) registrations which have been withdrawn by the Holders as may, at any time prior to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Initial Holders or the Other Shareholders (as defined below), by providing a previous registration; or (D) During the period starting with the date sixty (60) days prior written notice to the Company’s good faith estimate of the date of filing ofCompany revoking such request, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectiverequest will not count towards the limitation set forth in Section 2(b)(ii)(E) hereof.

Request for Registration. If Upon the Company shall receive from the Preferred Holder a written request of a Holder or a ------------------------ group of Holders holding Registrable Securities representing twenty-five percent (25%) or more of the outstanding Common Stock (the "Requesting Holder" or the "Requesting Holders") requesting that the Company effect a the registration with respect to under the Securities Act of all or a part of such Holder's or Holders' Registrable Securities and specifying the Registrable Securitiesintended method of disposition thereof, the Company will: (i) within ten (10) days of receipt thereof, will promptly give written notice of the proposed such requested registration to all other Holders; and (ii) Holders of Registrable Securities, and thereupon will, as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky laws or other state securities laws, laws and appropriate compliance with under the Securities Act) 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 of: (i) the Registrable Securities of which the Company has been so requested to register by the Requesting Holder(s); and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder or Holders joining in such request as are specified in a thereof by written request received by given to the Company within twenty ten (2010) days after such written notice from is mailed or delivered by the Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that if the Requesting Holder(s) shall have -------- ------- requested the Company to effect a registration under this Section 2 and prior to the effective date of the registration statement relating to such registration such Holders shall have revoked such request pursuant to the last sentence of this Section 2(a), then the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2 within a period of one hundred eighty (180) days after the date which is deliveredforty- five (45) days after the date of receipt by the Company of the registration request that was subsequently revoked. Promptly after the expiration of the ten (10) day period referred to in subsection (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Securities requested to be included therein. All of the Requesting Holders acting jointly may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.12: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) three such registrations pursuant to this Section 2.1(a) 2 (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 4 hereof except in and would, absent such election, have been required to bear such expenses) or after the event that such withdrawal is based upon material adverse information relating to tenth anniversary of the Company that is different from completion of the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time Company's initial public offering of their request for registration under Section 2.1)Common Stock; (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s 's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-Company- initiated registration; provided provided, that the Company is actively employing -------- in good faith all commercially reasonable efforts to cause such registration statement to become effective; (D) If the Requesting Holder(s) propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2(e) hereof; (E) If the Requesting Holder(s) do not request that such offering be firmly underwritten by underwriters selected by the Requesting Holder(s) (subject to the consent of the Company, which consent will not be unreasonably withheld); or (F) If the Company and the Requesting Holder(s) are unable to obtain the commitment of the underwriter described in clause (E) above to firmly underwrite the offer.

Request for Registration. If Subject to the Company shall receive provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, any Major Holder may, from the Preferred Holder time to time, request (each, a written request “Requesting Holder”) in writing (a “Demand Request”) that the Company effect the registration under the Securities Act of a registration specified number of Registrable Securities held by the Requesting Holders (a “Demand Registration”); provided, however, that the Company will in no event be required to effect more than three (3) Demand Registrations in total; provided, further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; and provided, further, that, subject to the Company’s compliance with respect to all or a part of the Registrable Securitiesits obligations under Article 3 hereof, the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after such written notice from the Company is delivered. The Company shall will not be obligated to effect, or to take any action to effect, effect any such Demand Registration during the period commencing with the Company’s issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to this Section 2.1: (A) In registrations on Form S-4 or any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualificationsuccessor form, or compliance, unless the Company is already subject on Form S-8 or any successor form relating solely to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations securities issued pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwiseany benefit plan) to the Holders requesting pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company’s issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration at statement, an amendment to a registration statement or a prospectus supplement to a shelf registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the time Securities Act thereby enabling the Holders to sell all their then registered Registrable Securities pursuant to the Shelf Registration Statement or any New Shelf Registration Statement, as applicable; (ii) the abandonment, cessation or withdrawal of their request for such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration under Section 2.1); (C) The statement or amendment to the registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to the shelf registration statement pertaining to such underwritten offering; and provided, further, that the Company shall not be obligated to effect any such registration within ninety (90) days of Demand Registration for any Registrable Securities if the effective date of a previous registration; Shelf Registration Statement or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, if applicable, any New Shelf Registration Statement is then effective, and ending on such Shelf Registration Statement or, if applicable, any New Shelf Registration Statement may be utilized by the Requesting Holder for the offering and sale of all Registrable Securities then held by the Requesting Holder without a date one hundred eighty (180) days after requirement under the Commission’s rules and regulations for a post-effective date ofamendment thereto; and provided, a Company-initiated registration; provided further, that the Company is actively employing all commercially shall not be obligated to effect any Demand Registration for any Registrable Securities (other than Registrable Securities issued under the Plan) prior to December 2, 2009. Subject to the provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission as promptly as practicable but in any event not later than 60 days after receiving a Demand Request (the “Required Filing Date”), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to Section 2.2 hereof. The Company shall use its reasonable efforts to cause any such registration statement to become effectivebe declared effective by the Commission as promptly as possible after such filing.

Request for Registration. If Subject to the conditions of this Section 2(a), if the Company shall receive from the Preferred Holder Initiating Holder, at any time on or after the second anniversary of the date hereof, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its best commercially reasonable efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated two effected one (21) such registrations registration pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) registrations which have and such registration has been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)effective; (C) The If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000; (D) if within thirty (30) days of receipt of a written request from the Initiating Holder pursuant to Section 2(a), the Company shall 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; or (F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a “Requested Registration”) should not be obligated 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 effect any 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 effective date 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 previous registration; or (Dregistration statement that is subject to such postponement or withdrawal) During and of the period starting with fact that the date sixty (60) days prior Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the Company’s good faith estimate of contrary contained herein, the date of Company may not postpone or withdraw a filing ofdue to a Valid Business Reason more than once in any twelve (12) month period. In addition, and ending on a date one hundred eighty the Company shall not be required to effect any registration pursuant to Section 2(a), within ninety (18090) days after the effective date of, a Company-initiated registration; provided that of any other Registration Statement of the Company is actively employing all commercially reasonable efforts if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to cause include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Section 2(b). The registration statement filed pursuant to become effectivethe request of the Initiating Holders 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. If the Company shall receive receive, from holders of Registrable Securities holding at least twenty-two percent (22%) of the Preferred Holder then-outstanding Registrable Securities (the "Initiating Holders") at any time or times not earlier than six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) equal or exceed $1,000,000 the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holdersholders of Registrable Securities; and (ii) as soon as practicable, use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 holder or Holders holders of Registrable Securities joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is delivereddeemed received by all such holders. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.11.2: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act; (B) After after the Company has initiated two (2) such registrations pursuant to this Section 2.1(a1.2(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not holders of Registrable Securities are able to register and sell securities pursuant all of the Registrable Securities requested to such registration; provided that, if the Holders pay the Registration Expenses incurred be included in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders holders of Registrable Securities as to which the Holders holders of Registrable Securities have not elected to bear the Registration Expenses pursuant to Section 2.4 1.6 hereof except in the event that and would, absent such withdrawal is based upon material adverse information relating election, have been required to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1bear such expenses); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date (1) one hundred eighty (180) days after the effective date of, a the first Company-initiated registration or (2) in the case of subsequent Company-initiated registrations, one hundred twenty (120) days after the effective date of such registration; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (D) if the Company notifies the holders of Registrable Securities within thirty (30) calendar days of such request of the Company's intent to file a registration statement for a public offering of its shares within the following sixty (60) calendar days; or (E) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 in connection with a request made pursuant to Section 1.7 below.

Request for Registration. If the Company shall receive from the Preferred Holder an Initiating Holder, at any time, a written request that the Company effect a any registration with respect to all or a part of the Registrable Securities, the Company will: (i1) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) use its best efforts to as soon as practicable, effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is delivered. The given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdictionjurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 2.1(a2(a) (counting for these purposes only (I) and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)closed; (C) The Company shall If the Registrable Securities requested by all Holders to be registered pursuant to such request do not be obligated to effect any such registration within ninety have an anticipated aggregate public offering price (90before deduction of Selling Expenses) of not less than $25,000,000; (D) Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 2(a) in which the Registrable Securities held by the Initiating Holder could have been included for sale or distribution; (E) During any period of time (not to exceed 60 days in the aggregate in any period of 12 consecutive months) after the Company has determined to proceed with a previous registration (other than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan) and is diligently proceeding to complete such registration; or (DF) During any period of time (not to exceed 60 days in the aggregate in any period starting with of 12 consecutive months) in which the date sixty (60) days prior Board of Directors of the Company determines that it would be materially detrimental to the Company’s good faith estimate of the date of filing of, and ending on Company or its stockholders for a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effectivebe filed. The registration statement filed pursuant to the request of the Initiating Holders 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”).

Request for Registration. If In case the Company shall receive from any Holder or Holders (the Preferred Holder “Form S-3 Initiating Holders”), a written request or requests (a “Form S-3 Request Notice”) that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable SecuritiesShares owned by such Holder or Holders, then, subject to the conditions of this Section 4, the Company will: (i) within ten (10) days of receipt thereof, will give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) 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 twenty (20) days after receipt of any such Form S-3 Request Notice to all other Holders and holders of Other Registrable Shares, and include in such registration all Registrable Shares and Other Registrable Shares held by holders of Other Registrable Shares held by all such Holders who wish to participate in such registration and who have provided the Company with written notice from requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Subject to the terms hereof, the Company is deliveredwill use its reasonable best efforts to effect such registration as soon as practicable. The All written requests from any Holder or Holders to effect a registration on Form S-3 pursuant to this Section 4 shall indicate whether such Holder(s) intend to effect an offering promptly following effectiveness of the registration statement or whether, pursuant to Section 5.8(a), they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 2.1: 4.1 (Ai) In if Form S-3 is not available for such offering by the Holders; (ii) within ninety (90) days of the effective date of a registration statement filed pursuant to Section 3 or this Section 4.1 or pursuant to the Teads Registration Rights Agreement, (iii) within ninety (90) days of a Piggy-Back Underwritten Offering in which the Form S-3 Initiating Holders had an opportunity to participate pursuant to the provisions of Section 2 and from which no more the twenty percent (20%) of the Registrable Shares of the Form S-3 Initiating Holders that were requested to be included were excluded pursuant to Section 2.2(a), (iv) if the Company gives notice within fifteen (15) days of the request from the Form S-3 Initiating Holders that it is engaged in preparation of a registration statement or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for which the registration statement or prospectus supplement will be filed within ninety (90) days) in which the Form S-3 Initiating Holders may include Registrable Shares pursuant to Section 2 above (subject to underwriting limitations provided under subsection 2.2(a)), (v) if the aggregate price to the public of the shares to be registered is less than $1,000,000 (one million U.S. dollars); and (vi) 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, qualification or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing all commercially reasonable efforts to cause such registration statement to become effective.

Request for Registration. If At any time after the earlier of the occurrence of an initial public offering by the Company shall receive from or October 30, 2002, upon the Preferred Holder a written request of any Holder or Holders holding at least 25% of the Registrable Securities (the "Requesting Holder" or the "Requesting Holders") requesting that the Company effect a the registration with respect under the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all or a part other Holders of the Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the Company willregistration under the Securities Act of: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration Registrable Securities which the Company has been so requested to all other Holdersregister by the Requesting Holder(s); and (ii) use its best efforts all other Registrable Securities which the Company has been requested to effect register by any other Holder thereof by written request given to the Company within 20 days after the giving of such registration written notice by the Company (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with which request shall specify the Securities Act) as would permit or facilitate the sale and distribution intended method of all or such portion disposition of such Registrable Securities Securities) all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as are specified in such request, together with all or such portion aforesaid) of the Registrable Securities of any Holder or Holders joining in so to be registered; provided, that the Company shall only be obligated to register such Registrable Securities pursuant to a request as are specified in a written request received by the Company within twenty Holders on an aggregate of two registration statements, and provided further that (20A) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or file a registration statement relating to take any action to effect, any such a registration pursuant to request under this Section 2.1: 2 at any time prior to the earlier of (Ai) In any particular jurisdiction in which October 30, 2002 and (ii) the completion of an initial public offering by the Company would be required to execute a general consent to service of process in effecting such registrationCommon Stock, qualification, or compliance, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect file a registration statement relating to a registration request under this Section 2 (other than on Form S-3 or any such similar short-form registration statement) within ninety (90) days a period of six months after the effective date of any other registration statement of the Company which was not effected on Form S-3 (or any similar short-form registration statement) and (C) if the Requesting Holder(s) shall have requested the Company to effect a previous registration; or (D) During the period starting with the date sixty (60) days registration under this Section 2 and prior to the Company’s good faith estimate effective date of the date registration statement relating to such registration such Holders shall have revoked such request pursuant to the last sentence of filing ofthis Section 2 (a), and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that then the Company is actively employing all commercially reasonable efforts shall not be obligated to cause such file a registration statement relating to become effective.a registration request under this Section 2 within a period of six

Request for Registration. If In case the Company shall receive from the Preferred Holder Initiating Holders a written request that the Company effect a any registration with respect to all or a part shares of the Registrable Securities, the Company will: (i) within ten (10) days of receipt thereof, promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request received by notice to such effect to the Company within twenty (20) days after the date of such written notice from the Company is deliveredCompany. The Notwithstanding the foregoing, the Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 2.15.1: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service earlier of process in effecting such registration, 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 jurisdictiondate hereof; (B) After Unless the Company has initiated two (2) such registrations pursuant requested registration would have an aggregate offering price of all Registrable Securities sought to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective be registered by all Holders, net of underwriting discounts and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided thatcommissions, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1)exceeding $5,000,000; (C) The Company shall not be obligated to effect any such registration within ninety (90) days of Following the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) for 180 days after immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration; registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing all in good faith commercially reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two registrations pursuant to this 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; (E) If the Initiating Holders are able to request a registration on Form S-3 pursuant to 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 has been declared or ordered effective; or (G) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company (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 stockholders for a registration statement to be filed in the near future. In such case, the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 5.1(a) shall be deferred one or more times for a period not to exceed 180 days from the receipt of the request to file such registration by such Initiating Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (A) through (G), 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. If Subject to Section 1.07(a) hereof, at any time on or after the date hereof if the Company shall receive from the Preferred Holder a written request (specifying that it is being made pursuant to this Section 1.02) from both Holders that the Company effect a registration with respect to all or a part register at least fifty percent (50%) of the then outstanding Registrable Securities, then the Company will: (i) within ten (10) days of receipt thereof, give written notice of the proposed registration to all other Holders; and (ii) shall use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of cause to be registered 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 twenty (20) days after such written notice from the Company is delivered. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: (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, unless the Company is already subject to service in such jurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to Section 2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which that the Holders have not elected to bear requested be registered. Notwithstanding the Registration Expenses pursuant to Section 2.4 hereof except in foregoing, the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such a registration within ninety (90) days of the effective date of a previous registration; or (D) During pursuant to this Section 1.02 during the period starting with the date sixty forty-five (6045) days prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a date one hundred one-hundred-eighty (180) days after following the effective date of, a registration statement pertaining to an underwritten public offering of Company Common Stock for the account of the Company-initiated registration; provided . The Company shall be obligated to effect not more than two (2) registrations pursuant to this Section 1.02. Any request for registration under this Section must be for a firmly underwritten public offering in accordance with terms agreed upon between the underwriter or underwriters and the Holders to be managed by an underwriter or underwriters designated by the Holders and reasonably acceptable to the Company. Notwithstanding anything else in this Agreement to the contrary, all of the Company's obligations under this Section shall expire on the earlier of December 3, 2001 or the date on which the Holders own in the aggregate less than three percent of the outstanding Company Common Stock. Subject to the provisions of Section 1.07(a) hereof, the Company shall be permitted to cause to be registered additional shares of Company Common Stock (whether previously unissued or owned by a person or entity designated by the Company) in connection with any registration effected pursuant to this Section 1.02. If, while a registration request is pending pursuant to this Section 1.02, the Company has determined in good faith that (A) the filing of a registration statement could jeopardize or delay any contemplated material transaction other than a financing plan involving the Company or would require the disclosure of material information that the Company had a bona fide business purpose for preserving as confidential; or (B) the Company then is actively employing all commercially reasonable unable to comply with requirements of the Securities and Exchange Commission ("SEC") applicable to the requested registration (notwithstanding its best efforts to cause so comply), the Company shall not be required to effect a registration pursuant to this Section 1.02 until the earlier of (1) the date upon which such registration statement contemplated transaction is completed or abandoned or such material information is otherwise disclosed to become effectivethe public or ceases to be material or the Company is able to so comply with applicable SEC requirements, as the case may be, and (2) 45 days after the Company makes such good-faith determination.