Common use of Request for Registration Clause in Contracts

Request for Registration. (a) If the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be 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. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) December 31, 2019 or (ii) 6 months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $15,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.11.2, and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the those Initiating Holders holding a majority-in-interest majority of the Registrable Securities held by all Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders); provided, in proportion (as nearly as practicable) to however, that the amount number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company owned by each Holderare first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; or (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.

Request for Registration. (ai) If Subject to the conditions of this Section 1.2, if the Company shall receive within the five (5) year period commencing 90 days after the effective date of the Initial Offering a written Qualifying Request request from the Holders of at least 35% of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actthat requests the registration of shares in a minimum amount of five million United States dollars ($5,000,000), then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(i). (bii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(i). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating Holders which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if . (iii) If the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iv) The Company shall not be required to effect a registration pursuant to this Section 1.2: (a) in any particular jurisdiction in which the Company owned by each Holder.would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (b) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (c) The during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, or, if earlier, upon completion of the distribution contemplated by, a Company-initiated registration subject to Section 1.3 below, provided that the Company is obligated actively employing in good faith all reasonable efforts to effect no more than three (3) registrations pursuant cause such registration statement to a Qualifying Request.become effective; or (d) Notwithstanding if the foregoing, Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (e) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period.

Request for Registration. (a) If the Company shall receive at any time a written Qualifying Request request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request requests to all Rights Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 2.1(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requestrequests, the a registration statement under the Securities Act of covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Rights Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 2.1 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's holder’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holderholder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by reasonably acceptable to the holders of at least a majority-in-interest majority of the Initiating Holdersvoting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 3.12.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) 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 twelve12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2 ‎, if the Company shall receive at any time following the Lock-Up (as defined in Section 1.13 ) a written Qualifying Request request from the Initiating Holders that the Company file a registration statement under the Act covering the registration of Registrable Securities Act(or if the Company shall receive such a request during the Lock-Up and the managing underwriter of the Company’s Initial Offering, in its sole discretion, gives its written consent to the Company’s compliance with such request), then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2 , effect use reasonable best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Preferred Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(a). Section 1.2(a) In such event, event the right of any Holder to include such Holder's its Preferred Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten public offering and the inclusion of such Holder's ’s Preferred Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2 , if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Preferred Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting underwritten public offering shall be allocated among to the Holders of such Preferred Registrable Securities on a pro rata basis based on the number of Preferred Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Preferred Registrable Securities of excluded or withdrawn from such underwritten public offering shall be withdrawn from the Company owned by each Holderregistration. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; b. after the Company has effected two (32) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; c. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000); d. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a Qualifying Request.date that is the earlier of (A) one hundred and eighty (180) days following the effective date of the Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or (d) Notwithstanding the foregoing, e. if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Company’s Board of Directors (the "Board") stating that in the good faith judgment of the Board of Directors of the CompanyBoard, 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 effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12) months period.

Request for Registration. (a) If the Company shall receive a written Qualifying Request request from the Holders of at least a majority of the Registrable Common Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of at least 5% of the Registrable Common Securities then outstanding, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5.0 million, then the Company shall, : (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject Holders; and (ii) use commercially reasonable efforts to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, promptly the registration under the Securities Act of all Registrable Securities which the Holders request to be registered registered, subject to the limitations of subsection 1.2(b), in a written request received by the Company within twenty fifteen (2015) days of the mailing making of such the notice by the Company, in accordance with pursuant to Section 3.31.2(a)(i). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, subsection 1.2(a) and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter or underwriters will be selected by the Company, subject to the approval of a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 1.5(i)) 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the 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, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each HolderHolder at the time of the filing of the registration statement; provided, however, that the number of shares of Registrable Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer Company’s chief executive officer or the chairman of the board of trust managers of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of Board, as evidenced by a resolution by the CompanyBoard, it would be seriously detrimental to the Company and its shareholders 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 taking action with respect to such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve month period; provided further, that this right is cumulative to the right under Section 1.4(b)(iii) such that the Company may only defer the filing of a registration statement under Section 1.2(c) or Section 1.4(b)(iii) once in any twelve-month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected eight (8) registrations pursuant to this Section 1.2 and such registration statements have been declared or ordered effective and have remained effective for a period of at least 180 days; provided, that if such request pursuant to this Section 1.2 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.2(d)(i); (ii) If the Company has effected a registration pursuant to this Section 1.2 within the preceding three (3) months, and such registration has been declared or ordered effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one year after the date of this Agreement a written Qualifying Request request from the Holders of at least 500,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities Actheld by the Initiating Holders, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company, ’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities in accordance with response to the Company’s notice given pursuant to this Section 3.31.2 (a) are herein referred to as “Participating Holders”. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersParticipating Holders which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the Company owned registration. The Registrable Securities to be excluded or withdrawn shall be determined in the following sequence: (i) securities held by each Holderany persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected 2 registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (diii) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to defer the filing of such registration statementany financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve12-month period.

Request for Registration. (a) If Subject to the conditions of this Section 1.3, if the Company shall receive at any time after the earlier of the date that is (i) three (3) years after the date of this Agreement or (ii) six months following the effective date of the registration statement pertaining to the IPO, a written Qualifying Request request pursuant to this Section 1.3 from Holders of at least 35% of the Registrable Securities then outstanding (assuming conversion of all Preferred Stock and exercise of the Common Warrants) (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities which would have an aggregate offering price of not less than $5,000,000, then the Company shall, shall within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.3, effect use its best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.3(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.3(a) and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.3(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.3, if the underwriter advises the Initiating Holders determines in writing good faith 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 allocated, first, to the Initiating Holders thereof, including on a pro rata basis based on the total number of Registrable Securities held by the Initiating Holders; and second, in proportion to any Holder on a pro rata basis among all such Holders; provided, however, that if as a result of any such cutback fewer than fifty-percent (as nearly as practicable50%) to of the amount total number of Registrable Securities that have been requested by Holders of Registrable Securities to be included in such registration statement are actually included, than such registration statement shall not be counted as “effected” for purposes of this Section 1.3 (including for purposes of Section 1.3(d)(i)), notwithstanding the obligation of the Company owned by each Holderto proceed with the offering. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3.1, 1.3 a certificate signed by the Chief Executive Officer of the Company (“Chief Executive Officer”) stating that that, in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board of Directors”), it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelvetwelve (12) month period; and, provided, further, that the Company shall not register any securities for its own account or that of any other stockholders during such ninety (90) day period other than (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.3: (i) after the Company has effected two (2) registrations pursuant to this Section 1.3 and such registrations have been declared or ordered effective; (ii) during the six-month periodperiod following the effective date of the registration statement pertaining to the IPO; or (iii) if, within thirty (30) days of a registration request by the Initiating Holders, the Company gives notice to the Holders of its intent to file a registration statement for its IPO within ninety (90) days.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) one hundred eighty days after the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 under the Securities Act covering the offer and sale of Common Stock to the public for the account of the Company and (ii) the third anniversary of the date of this Agreement, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding that the Company file effect a registration statement under the Securities ActAct with respect to at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”), then the Company shall, within ten shall (10x) days of the receipt thereof, give written notice of such request to all Holders within ten (10) calendar days of the date such request is given and shall, subject (y) use its best efforts to the limitations of Subsection 3.1(b) below, effect as soon as practicable, practicable (and in any event within ninety (90) calendar days of the receipt of date such request, request is given) the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered within twenty (20) calendar days of the mailing of such notice by date the Company, ’s notice referred to in accordance with Section 3.3this subsection 1.2(a) is given. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, subsection 1.2(a) and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 thereofelecting to include shares in the underwriting, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested by each Holdersuch Holder to be included in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities (including those to be sold for the Company’s account) are first entirely excluded from the underwriting. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Company’s Chief Executive Officer of the Company or President stating that in the good faith judgment of the Company’s Board of Directors of the CompanyDirectors, it such registration would be seriously detrimental to the Company and its shareholders for such registration statement to be filed stockholders and that it is therefore is, therefore, essential to defer the filing of taking action with respect to such registration statementregistration, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety one hundred twenty (90120) calendar days after receipt of the date the request of the Initiating HoldersHolders is given; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such period other than (i) a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase, stock incentive or stock appreciation plan or arrangement, (ii) a transaction pursuant to Rule 145 promulgated under the Securities Act, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iv) a registration in connection the initial public offering of the Company’s securities (provided that, in the case of (iv), the Company has complied with its obligations under Section 1.3). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) after the Company has effected three (3) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) calendar days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) calendar days after the effective date of, any registration statement pertaining to a public offering of securities for the Company’s account; provided, that the Company is actively employing its best efforts to cause such registration statement to be effective; (iii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive receive, at any time after the earlier of (i) three years after the Effective Date or (ii) six (6) months after the effective date of the Initial Offering, a written Qualifying Request request (a “Registration Request”) from the Required Holders that the Company file a Registration Statement covering the registration statement under the of Registrable Securities Actwith an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereofof the Registration Request, give written notice of such request to all Holders (a “Requested Registration Notice”), and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of after receipt of the mailing of such notice by the Company, in accordance with Section 3.3Requested Registration Notice. (b) If the Initiating Required Holders intend to distribute the Registrable Securities covered by their request the Registration Request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, in the Registration Request and the Company shall include such information in the written notice referred to in Subsection 3.1(a)Requested Registration Notice. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Required Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Required Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 Holders of such Registrable Securities pro rata based on the number of Registrable Securities of held by all such Holders (including the Company owned by each HolderRequired Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has filed two (2) Registration Statements pursuant to this Section 1.2, and such Registration Statements have been declared or ordered effective and have remained effective for the time period required by Section 1.5(a)(i) below; or (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such Registration Statement to become effective; or (iv) if the Required Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement Registration Statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement Registration Statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Required Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month periodtwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If the Company shall receive at any time after six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $2,000,000 (net of any underwriters’ discounts or commissions), then the Company shall, within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), use all commercially reasonable efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the Initiating Holders shall so advise extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the Company shall so advise all Holders extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities which would otherwise be underwritten pursuant heretoheld by each Holder); provided, and the number of shares of however, that in any event all Registrable Securities that may Shares must be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) such registration prior to the amount of Registrable Securities any other shares of the Company owned by each HolderCompany. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.

Request for Registration. (ai) If Subject to the conditions of this Section 1.2, if at any time after the closing of an Initial Offering, the Company shall receive a written Qualifying Request request from the Holders of 25% or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities, then the Company shall, within ten (10) days of the receipt thereof, give deliver written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing providing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(i). (bii) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(i). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters underwriter(s) selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing and reasonably acceptable to the Company. (iii) If the managing underwriter(s) advise(s) the Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and there shall be excluded from registration to the extent necessary to satisfy such limitation, first shares held by shareholders other than Holders (if any) and then shares which the Company may wish to register for its own account, and thereafter shares of the Holders of such Registrable Securities, on a pro rata basis based on the number of shares of Registrable Securities that may be included held by the Holders including Registrable Securities in the underwriting shall be allocated among all Holders thereof, registration (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holder. (c) registration. The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a not register securities for sale for its own account in any registration statement requested pursuant to this Section 3.1, a certificate signed 1.2 unless permitted to do so by the Chief Executive Officer written consent of Initiating Holders holding a majority of the Company stating that Registrable Securities held by the Initiating Holders, as to which registration has been requested. Except as stated 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 statementSection 1.2(iv)(b) below, the Company shall have the right may not cause any other registration of securities for sale for its own account (other than an Excluded Registration) to defer such filing for be initiated after a period of not more registration requested pursuant to this Section 1.2 and to become effective less than ninety (90) days after receipt the effective date of any registration requested pursuant to this Section 1.2. (iv) The Company shall not be required to effect a registration pursuant to this Section 1.2: (a) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective as promptly as practicable; or (b) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the request date of the Initiating Holders; providedfiling of, howeverand, subject to Section 1.7, ending on a date ninety (90) days following the effective date of, a Company-initiated registration pursuant to this Section 1.2 or an Underwritten Shelf Takedown offering pursuant to Section 1.5 below, provided that the Company may is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective or such Underwritten Shelf Takedown to be completed as promptly as practicable; or (c) if the anticipated aggregate proceeds to the Holders in such registration will be less than US$5,000,000 (net of underwriting discounts and commissions); or (d) if the Company is eligible to use Form S-3 or Form F-3; or (e) in the event of a Suspension pursuant to Section 1.6. (v) The Company shall not utilize effect a registration pursuant to this right more than once Section 1.2 if any Holder is subject to a contractual restriction imposed by an underwriter of the Initial Offering or any subsequent offering of the Company’s Ordinary Shares which contractual restriction, if such Holder was to participate in such registration or related offering (i) would prevent such Holder from participating in the registration or related offering, and (ii) has not been waived in connection with such participation in the registration or subsequent offering to the same extent as it has been waived for any twelve-month periodother Holder.

Request for Registration. (a) If Subject to the conditions of this CLAUSE 1.2, if the Company shall receive at any time after the Closing Date (as defined in the Share Exchange Agreement) a written Qualifying Request request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis CLAUSE 1.2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3's notice pursuant to this CLAUSE 1.2(a). (ba) 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 3.1, CLAUSE 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(athis CLAUSE1.2(a). In such event, event the right of any Holder to include such Holder's 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.1CLAUSE1.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders), in proportion (as nearly as practicable) to the amount of provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (cb) The Company is obligated shall not be required to effect no more than three a registration pursuant to this CLAUSE 1.2: (3i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this CLAUSE 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to CLAUSE 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to CLAUSE 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1CLAUSE 1.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such ninety (90) day period.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) September 19, 2018, or (ii) six months after the effective date of the initial public offering by the Company of shares of its Common Stock, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer or the Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If the Company Corporation shall receive at any time after the earliest of (i) the fifth anniversary of this Agreement, or (ii) six months after the effective date of the Qualified IPO, or (iii) six months after a Reverse Merger, a written Qualifying Request request from the Holders of at least 25% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company Corporation file a registration statement under the Securities ActAct covering the registration of at least 20% of the Registrable Securities then outstanding, then the Company Corporation shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request to be registered that each such Holder has within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3Corporation requested to be registered. (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 Corporation as a part of their request made pursuant to this Section 3.1, and the Company Corporation shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Corporation, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Corporation and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Corporation in writing good faith 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 Corporation 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities besides Registrable Securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company Corporation shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the President or Chief Executive Officer of the Company Corporation stating that in the good faith judgment of the Board of Directors of the Company, Corporation it would be seriously detrimental to the Company Corporation and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company Corporation shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company Corporation may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Corporation shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Corporation has effected two registrations pursuant to this Section 1.2; provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days before the Corporation’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the “new” initial public offering of the Corporation’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Corporation is actively employing in 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 may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If 2.1 Subject to the conditions of this Section 2, if the Company shall receive at any time that is six (6) months after the effective date of the Initial Offering a written Qualifying Request request from the Holders holding at least 50% of the Registrable Securities in each case, then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.32.1. (b) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 2 and the Company shall include such information in the written notice referred to in Subsection 3.1(a)Section 2.1. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten public offering and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.12, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the Company shall include in such registration, (i) first, the Registrable Securities requested to be included therein by the Holders requesting such registration (the securities so included to be allocated between the Holders on a pro rata basis based on the number of shares of Registrable Securities that held by all such Holders), (ii) second, shares which the Company may wish to register for its own account, and (iii) third, other securities requested and entitled to be included in such registration provided, however, that in any event all Registrable Securities must be included in such registration prior to any other securities of the underwriting Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least twenty (20) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten public offering shall be allocated among all Holders thereof, including withdrawn from the Initiating Holders, registration. 2.3 The Company shall not be required to effect a registration pursuant to this Section 2: (a) in proportion (as nearly as practicable) to the amount of Registrable Securities of any particular jurisdiction in which the Company owned would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required by each Holder.the Holders pursuant to this Section 2– it will not be able to excuse itself from the demand request based on this exclusion; or (cb) The after the Company is obligated to effect no more than has effected three (3) registrations pursuant to a Qualifying Request.this Section 2, and such registrations have been declared or ordered effective; or (c) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell 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 $5,000,000; or (d) Notwithstanding within a period of one hundred eighty (180) days following the foregoing, if effective date of a previous registration. (e) If the Company shall furnish to Holders requesting a all the holders of Registrable Securities who joined in the request for registration statement pursuant to this Section 3.1, 2.1 above a certificate signed by the Chief Executive Officer of the Company stating that or Chairman of the Board of Directors according to which 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 any registration statement to be filed and it is therefore essential to defer the filing of such registration statementeffected as requested under Section 2.1, then the Company shall have the right to defer the filing of a registration statement under the Securities Act with respect to such filing requested offering for a period of not more than ninety (90) days after receipt from delivery 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. 2.4 For purposes of Section 2, the Initiating Holders shall be entitled to determine that a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.2, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included, provided that during the term of this Agreement, the Initiating Holders shall only be entitled to make a determination under this Section 2.4 two (2) times.

Request for Registration. (a) If the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(bSection 2(b) below, use its best efforts to effect as soon as practicable, and in any event within ninety sixty (9060) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, Company in accordance with Section 3.319 below. (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 3.1, 2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. A majority in interest of the Initiating Holders shall, after consultation with the Board of Directors of the Company, select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably satisfactory to the Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(eSection 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority-in-majority in interest of the Initiating Holders; provided, however, that no such Holder shall be required to make any representations or warranties except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 3.12, 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, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder. (c) The Company is shall be obligated to effect no more than only three (3) registrations pursuant to this Section 2 (except as otherwise provided in Section 6 hereof, registrations which are not consummated shall not be counted for this purpose); provided, however, that the Company shall be obligated to effect as many registrations as may be requested by Holders in the event and so long as a registration pursuant to Form S-3 or any similar "short-form" registration statement is available. Any Qualifying RequestRequest made after three (3) registrations have been consummated pursuant to this Section 2 shall cover Registrable Securities which, together with other securities of the Company entitled to inclusion in such registration, are proposed to be sold at an aggregate price to the public of not less than one million dollars ($1,000,000). The Company shall not be obligated to effect more than two (2) registrations pursuant to this Section 2 in any twelve (12) month period. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the fifth anniversary of the Effective Date of this Agreement, or (ii) six months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act, provided that the anticipated aggregate offering price, net of selling expenses, would exceed $10,000,000, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) 30 days of the receipt of such request, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3registered. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, 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 of the CompanyCompany (the “Board of Directors”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90 day period (other than a Qualified IPO, a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected 2 registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period commencing on the effective date of the registration statement for the initial public offering of the Company’s securities and ending on a date 180 days after the effective date of such registration; or (iii) If the Company delivers notice to the Holders within 20 days of the Company’s receipt of the Initiating Holders’ registration request declaring the Company’s intention to file within 60 days a registration statement for the Company’s 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.

Request for Registration. (a) If the Company shall receive at any time a written Qualifying Request request from the Holders (the “Initiating Holders”) of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least $7,500,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request requests to all Holders, Hony Holders and Existing Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 2.(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requestrequests, the a registration statement under the Securities Act of covering all Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities which the Initiating Holders (together with the other Holders, Hony Holders and Existing Holders who so request) request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 2.(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder, Hony Holder and Existing Holder to include such Holder's its Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities in such registration shall be conditioned upon such Holder's holder’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holderholder) to the extent provided herein. All Holders, Hony Holders and Existing Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 5.(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by reasonably acceptable to the Holders, Hony Holders and Existing Holders of at least a majority-in-interest majority of the Initiating voting power of all Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 3.12, 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 holders of Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities, Hony Holders’ Registrable Securities or Existing Holder’s Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders, Hony Holders and Existing Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities, Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities of the Company owned by each participating Holder, Hony Holder and Existing Holder; provided, however, that the number of shares of Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2. If any Holder, Hony Holder or Existing Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities, Hony Holders’ Registrable Securities or Existing Holder’s Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder, Hony Holder or Existing Holder to the nearest one hundred (100) shares. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 3.12, 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 such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve12-month period; provided further that during such one hundred twenty (120) day period, the Company shall not file any registration statement pertaining to the public offering of any securities of the Company. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2: (i) After the Company has effected three (3) registrations pursuant to this Section 2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 3 of this Schedule 1; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 3 of this Schedule 1; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 4 below; or (iv) If such registration may be declared effective within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2 of the Existing Investors’ Rights Agreement (the “Existing Registration”), pursuant to the demand registration rights of the Existing Holders, provided that the Existing Registration had provided the Holders with an opportunity to participate pursuant to the provisions of Section 3 of this Schedule 1.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written Qualifying Request request from the Holders of one-third (1/3) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded; and provided further that at least 25% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The In addition, the Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; (dii) Notwithstanding the foregoing, if If the Company shall furnish to Holders requesting has effected a registration statement pursuant to this Section 3.11.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a certificate signed by the Chief Executive Officer of Company-initiated registration subject to Section 1.3, provided that the Company stating that is actively employing in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental all reasonable efforts to the Company and its shareholders for cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be filed and it is therefore essential registered on Form S-3 pursuant to defer the filing of such registration statement, Section 1.4; or (v) in any particular jurisdiction in which the Company shall have the right would be required to defer execute a general consent to service of process in effecting such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; providedregistration, however, that unless the Company is already subject to service in such jurisdiction and except as may not utilize this right more than once in any twelve-month periodbe required under the Act.

Request for Registration. (a) If the Company shall receive at any time after six (6) months after the effective date of the Company’s initial public offering covering the offer and sale of Common Stock of the Company (the “IPO”) a written Qualifying Request request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of at least thirty percent (30%) of the Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) days of the receipt thereof, shall promptly give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsections 1.2(b)-(d), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the use its reasonable best efforts to effect a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 15 business days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest underwriting; provided, however, that such agreement shall not provide for indemnification or contribution obligations on the part of the Initiating HoldersHolders materially greater than the obligations of the Holders under Section 1.10(b) hereof. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 maximum number of shares 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 Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; provided, further that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of; a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; and provided, further that the Company may only delay an offering pursuant to this Section 1.2(d) for a period of not more than 90 days if a filing of a registration statement in connection with such registration is not made during such period and the Company may only exercise this right once in any twelve-month period; or (iii) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.

Request for Registration. (a) If the Company shall receive at any time after six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $2,000,000 (net of any underwriters' discounts or commissions), then the Company shall, within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), use all commercially reasonable efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the Initiating Holders shall so advise extent necessary to satisfy such limitation, first shares held by stockholders other than the Holders, secondly, shares which the Company may wish to register for its own account, and finally to the Company shall so advise all Holders extent necessary Registrable Securities (pro rata to the respective number of Registrable Securities which would otherwise be underwritten pursuant heretoheld by each Holder); provided, and the number of shares of however, that in any event all Registrable Securities that may Shares must be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) such registration prior to the amount of Registrable Securities any other shares of the Company owned by each HolderCompany. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO, a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) July 24, 2018, or (ii) six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of at least 66 and 2/3% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowSection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all reasonable best efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned requested to be included in such applicable registration by each participation Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected three registrations pursuant to this Section 1.2, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) If the Company, within 30 days of receipt of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement for an initial public offering within 75 days; provided, that the Company is actively employing in good faith, reasonable best efforts to cause such registration to become effective; (iii) Within 180 days immediately following the effective date of a Qualified IPO; or (iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) August 29, 2016, or (ii) six months after the effective date of an IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a within 30 days of any request for registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; or (iv) If, within 30 days of the request for registration, the Company delivers notice to the Initiating Holders of the Company’s intent to file a registration statement for a firm commitment underwritten initial public offering within 90 days.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one hundred eighty (180) days after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; or (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month periodtwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $7,500,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with 's notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holderregistration. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company's Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period.

Request for Registration. (a) If the Company shall receive a written Qualifying Request request from the Holders of at least 40% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct covering the registration for resale of at least 40% of the Registrable Securities then outstanding, then the Company shall, : (i) within ten (10) 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(bHolders; (ii) below, effect as soon as practicable, and in any event within ninety (90) 60 days of the receipt of such request, the use its reasonable best efforts to file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty for resale, subject to the limitations of subsections 3.1(b) and (20d) days of the mailing of below; and (iii) use its reasonable best efforts to cause such notice registration statement to be declared effective by the Company, in accordance with Section 3.3SEC as soon as practicable. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, subsection 3.1(a) above and the Company shall include such information in the written notice referred to therein. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in Subsection 3.1(a)interest of the Initiating Holders. In such event, the right of any Participating Holder to include such Participating Holder's ’s Registrable Securities in such registration shall be conditioned upon such Participating Holder's ’s participation in such underwriting and the inclusion of such Participating Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. All Participating Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection subsection 3.3(e)) below) 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating 2nd A&R Stockholders Rights Agreement September 15, 2014 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 Participating Holders of Registrable Securities which would otherwise be underwritten pursuant heretoto this Article 3, and the number of shares of Registrable Securities that may be included in the underwriting shall hall be allocated among all Participating Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Participating Holder; provided, however, that the number of shares of Registrable Securities held by the Participating Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Participating Holder to the nearest 100 shares. (c) The Company is shall not be obligated to effect no more than three effect, or to take any action to effect, any registration. (3i) registrations pursuant to this Section 3.1: (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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) after the Company has effected one registration pursuant to this Section 3.1 and such registration has been declared or ordered effective, except as provided in Section 3.1(d) below; (C) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered for resale on Form S-3 pursuant to a Qualifying Requestrequest made pursuant to Section 3.11 below; or (D) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a 90-day period and the Company is then subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, or (ii) pursuant to any other provision of this Agreement: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (B) if the Registrable Securities to be included in the registration statement could be sold without restriction under SEC Rule 144 within a 90-day period and the Company is then subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Participating Holders requesting a registration statement pursuant to this Section 3.1, 3.1 a certificate signed by the Chief Executive Officer CEO of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other 2nd A&R Stockholders Rights Agreement September 15, 2014 similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) 180 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 twelvemonth period. (e) A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Participating Holders after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 3.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after six 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 share option, share purchase or similar plan or an SEC Rule 145 transaction), a written Qualifying Request request from the Holders of a majority of the Registrable Securities that the Company file a registration statement under the Securities ActAct covering the registration of at least such number of the Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50,000,000, then the Company shall, within ten (10) 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) 90 days of the receipt of such request, the Form S-1, Form F-1 or F-2 registration statement (or any successor form) under the Securities Act covering the registration of all Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) which the Holders request to be registered within twenty (20) 10 days of the mailing of such notice by the Company, in accordance with Section 3.3Company (each a “Demand Registration”). (b) If the Holders initiating the registration request hereunder (the “Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, section 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's its Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(e)subsection 1.6(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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.1section 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 that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) 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 (and any ADRs evidencing American Depositary Shares issued with respect thereof) of the Company owned by each participating Holder; provided, however, that the number of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1section 1.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders holders of share capital for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once twice in any twelve-12 month period. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this section 1.2: (i) after the Company has effected two registrations pursuant to this section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to section 1.3 unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to section 1.3; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Initiating Holders propose to dispose of Registrable Securities (and any ADRs evidencing American Depositary Shares issued with respect thereof) that may be immediately registered on Form S-3 OR Form F-3 pursuant to a request made pursuant to section 1.4.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall at any time after the earlier of (i) the three (3) year anniversary of this Agreement, or (ii) the sixth (6th) month anniversary of the effective date of the Initial Offering, receive a written Qualifying Request request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000 (a “Qualified Public Offering”)) that the Company file a registration statement under the Securities ActAct covering the offer and sale of Registrable Securities, then the Company shall, within ten promptly but not later than twenty (1020) days of after the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with and the Company, as provided in Subsection 3.3(e)if applicable) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority-in-interest majority of the Registrable Securities held by all Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders), in proportion (as nearly as practicable) to provided, however, that the amount number of shares of Registrable Securities of to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the Company owned by each Holderunderwriting and registration; Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Securities Act; or (2) upon the expiration of the restrictions on transfer set forth in Section 1.12 following the Initial Offering; (3) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registration has been declared or ordered effective; or (d4) Notwithstanding if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the foregoingCompany gives notice to the Holders of the Company’s good faith intention to file a registration statement for the Company’s Initial Offering within ninety (90) days, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (5) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 hereof; or (6) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month (12) period, and provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) six (6) months after the effective date of the Initial Public Offering, a written Qualifying Request request from the Holders of twenty-five percent (25%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(athis Section 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The In addition, the Company is obligated shall not be required to effect no more than a registration pursuant to this Section 1.2: (i) after the Company has effected three (3) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; (dii) Notwithstanding If the foregoingCompany has effected a registration pursuant to this Section 1.2 within the preceding twelve (12) months, and such registration has been declared or ordered effective; (iii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than US$5,000,000; (iv) during the period starting with the date sixty (60) says prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (v) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; (vi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month periodtwelve (12)-month period and provided further, that the Company shall not register any other of its shares during such ninety (90) days; or (vii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

Request for Registration. (a) If At any time, and from ------------------------ time to time, on and after the Company shall receive Closing Date, the Holders of at least 25% of the then Registrable Securities (the "Initiating Holders") may request in a written Qualifying Request ------------------ notice that the Company Corporation file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act, then ) covering the Company shall, registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 4 the Corporation shall (x) within ten (10) days of the receipt thereof, give written notice notify all other Holders of such request in writing and (y) thereupon will, as expeditiously as possible, use its best efforts to all Holders and shall, subject cause to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration be registered under the Securities Act of all Registrable Securities which that the Initiating Holders request to and such other Holders have, within ten days after the Corporation has given such notice, requested be registered within twenty (20) days in accordance with the manner of the mailing of disposition specified in such notice by the CompanyInitiating Holders; provided, in accordance with Section 3.3however, that, notwithstanding anything to the -------- ------- contrary contained herein, the Corporation shall not be required to have any such registration statement be declared effective by the SEC prior to the six month anniversary of the Closing Date. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company Corporation shall include such information in the written notice referred to in Subsection 3.1(a)clause (x) of Section 4(a) above. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority-in-majority in interest of the Initiating Holders and shall be approved by the Corporation, which approval shall not be unreasonably withheld. No Holder shall be required to make any representations or warranties to or agreements with the Corporation or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Corporation, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any other provision of this Agreement to the contrary, the Corporation shall not be required to effect a registration pursuant to this Section 3.14 during the period starting with the date of filing by the Corporation of, and ending on a date 180 days following the effective date of, (i) any registration statement requested under Section 4(a) or Section 6 or (ii) a registration statement pertaining to a public offering of securities for the account of the Corporation or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 5; provided that (x) the Corporation -------- shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. In addition, if the Corporation is not a registrant entitled to use Form S-3 or any successor thereto in connection with a requested registration, the Corporation shall not be required to effect a registration pursuant to this Section 4 unless the Holders requesting registration are requesting registration of at least the lesser of 5% of the outstanding Common Stock of the Corporation or their entire holding of Common Stock. (d) A registration requested pursuant to this Section 4 shall not be deemed to have been effected pursuant this Section 4 for purposes of Section 9 unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities). (e) Subject to the following sentence, if a requested registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of that, in its opinion, the number of shares securities requested to be underwrittenincluded in such registration (including securities of the Corporation which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, then the Initiating Holders shall so advise Corporation will include in such registration only the Company and Registrable Securities requested to be included in such registration. In the Company shall so advise all Holders event that the number of Registrable Securities which would otherwise requested to be underwritten pursuant heretoincluded in such registration exceeds the number which, and in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that may any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the underwriting shall be allocated among all Holders thereof, including the Initiating Holdersnumber which, in proportion (as nearly as practicable) the opinion of the managing underwriter, may be sold at a price reasonably related to the amount then current market value of Registrable Securities such securities, the Corporation may include in such registration the securities the Corporation proposes to sell up to the number of securities that, in the opinion of the Company owned by each Holder. (c) managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a Corporation will not include in any requested registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer 4 any securities which are not Registrable Securities (other than securities of the Company stating that Corporation) without the prior written consent of the holders of at least a majority of the Registrable Securities included in the good faith judgment of such registration. (f) If the Board of Directors of the CompanyCorporation, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would be seriously detrimental materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation (collectively, a "Valid Business Reason"), the --------------------- Corporation may postpone filing a registration statement relating to a request for registration under this Section 4 until such Valid Business Reason no longer exists, but in no event for more than three months from the Company and its shareholders for date of the notice referred to below, and, in case any such registration statement has been filed the Corporation may, with respect to a registration effected pursuant to this Section 4, cause such registration statement to be filed withdrawn and it is therefore essential its effectiveness terminated or may, with respect to defer a registration effected pursuant to this Section 4 or Section 6, postpone amending or supplementing such registration statement; and the filing Corporation shall give written notice (a "Delay ----- Notice") of its determination to postpone or withdraw a registration statement ------ and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Company shall have Corporation will disclose to such holder the right to defer nature of such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersValid Business Reason in reasonable detail; provided, howeverthat such holder executes a confidentiality agreement reasonably -------- satisfactory to the Corporation; provided, further, that any such -------- ------- confidentiality agreement shall terminate upon the Company may not utilize public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this right more than once in subparagraph (f), no registration statement filed and subsequently withdrawn by reason of any twelve-month periodexisting or anticipated Valid Business Reason as hereinabove provided shall count as one of the four registration statements effected pursuant to this Section 4 or Section 6 for purposes of Section 9 and the Corporation shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if such Delay Notice relates to a request under Section 4(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 6) or (ii) with respect to any two consecutive registrations requested pursuant to this Section 4 or Section 6.

Request for Registration. (a) If the Company shall receive at any time after the expiration of 180 days from the effective date of the registration statement for the initial public offering of securities of the Company, a written Qualifying Request request from the Holders of at least 10% of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of the Holders' Registrable Securities Actas limited in amount pursuant to Section 1.1(b) and Section 1.2(d), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event shall use its best efforts to effect within ninety (90) 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3registered. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise 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, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect no more than three pursuant to this Section 1.2. only two (2) such registrations per year, per Holder. (1) The maximum amount of Registrable Securities which may be registered by any Holder pursuant to this Section 1.2 in any twelve-month period is an amount equal to one third of the shares of Common Stock held by each of the Investors, respectively, on the effective date of the Company's initial public offering of its Class A Common Stock (i.e. if the Gree▇▇▇▇▇ ▇▇▇ily Trust owns 3,000,000 shares on the effective date and Mich▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇s 1,500,000 shares on the effective date, then the Gree▇▇▇▇▇ ▇▇▇ily Trust, or transferees of the Gree▇▇▇▇▇ ▇▇▇ily Trust would be entitled to register up to a maximum of 1,000,000 shares in any twelve-month period, as adjusted pursuant to Section 1.1(b), Section 1.3 and this Section 1.2, and Mich▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ his transferees would be able to register up to a maximum of 500,000 shares in any twelve-month period as adjusted pursuant to Section 1.1(b), Section 1.3 and this Section 1.2), such amounts may be reduced by any sales made by an Investor during the subject twelve-month period pursuant to (i) Rule 144, (ii) any private transactions, or (iii) an effective registration statement; excluded from such amounts are any sales of securities made pursuant to a registration statement which was filed in any previous twelve-month period. (2) The twelve-month period immediately following the Company's initial public offering will exclude any shares sold by an Investor pursuant to the Company's initial public offering. (3) registrations pursuant During the first twelve-month period commencing upon the transfer of shares from an Investor to a Qualifying Requesttransferee, any transferees of the Investors are entitled to register a maximum amount of shares equal to the lesser of (i) the amount the respective Investor is entitled to register for the twelve-month period immediately preceding the transfer or (ii) the number of Registrable Securities that are actually transferred to the transferee. (de) Notwithstanding the foregoing, if the Company shall furnish to Holders each Holder requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed 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 ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this shall only be permitted to exercise its right more than of deferral once in any twelve-month period.

Request for Registration. (a) If the Company shall receive receives at any time after six months after the effective date of the IPO registration statement a written Qualifying Request request from the Holders of at least a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct covering the registration of at least US$10,000,000 of Registrable Securities, then the Company shall, within ten (10) 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 2(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) 90 days of the receipt of such request, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered in a written request received by the Company within twenty (20) 10 days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Holders initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.12, if the underwriter advises the Initiating Holders and the Company 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The In addition, the Company is shall not be obligated to effect no more than three effect, or to take any action to effect, any registration pursuant to this Section 2: (3i) after the Company has effected two registrations pursuant to a Qualifying Request.this Section 2 and such registrations have been declared or ordered effective; (dii) Notwithstanding the foregoing, if the Company shall furnish has effected a registration pursuant to this Section 2 within the preceding 12 months, and such registration has been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4 below; or (v) if the Company furnishes to Holders requesting a registration statement pursuant to this Section 3.12, a certificate signed by the Chief Executive Officer of the Company CEO stating that in the good faith judgment of the Board of Directors of the CompanyBoard, 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 effected at such registration statement, time in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 60 days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; provided, however, and provided further that the Company may shall not utilize this right more register any securities for its own account or that of any other shareholder during such 60 day period other than once pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in any twelve-month perioda registration statement covering the sale of the Registrable Securities; or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered.

Request for Registration. (a) If 2.1 Subject to the conditions of this Section 2, if the Company shall receive at any time after the first anniversary, a written Qualifying Request request from any Holder of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actprovided that the anticipated aggregate offering price would exceed $20,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 2, effect use commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.32.1. (b) 2.2 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 2 and the Company shall include such information in the written notice referred to in Subsection 3.1(a)this Section 2.1. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.12, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded; and provided further that at least 33% of the Registrable Securities requested to be included in such underwriting are in fact so included. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. 2.3 In addition, the Company shall not be required to effect a registration pursuant to this Section 2: sa-60810 (a) after the Company has effected two (2) registration pursuant to this Section 2, and such registrations have been declared or ordered effective; (b) during the period starting with the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (c) The Company is obligated if the Initiating Holders propose to effect no more than three (3) registrations dispose of Registrable Securities that may be registered on Form S-3 pursuant to a Qualifying Request.Section 4; (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.12, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period and provided further, that the Company shall not register any other of its shares during such twelve (12)-month period; or (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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after one year after the date of this Agreement a written Qualifying Request request from the Holders of at least 100,000 Shares of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of the entire amount of the Registrable Securities Actheld by the Initiating Holders, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company, ’s notice pursuant to this Section 1.2(a). Holders requesting registration of Registrable Securities in accordance with response to the Company’s notice given pursuant to this Section 3.31.2 (a) are herein referred to as “Participating Holders”. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Participating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersParticipating Holders which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). Any Registrable Securities of excluded or withdrawn from such underwriting shall be withdrawn from the Company owned registration. The Registrable Securities to be excluded or withdrawn shall be determined in the following sequence: (i) securities held by each Holderany persons other than the Holders, including persons having a contractual, incidental “piggy back” right to include such securities in the registration statement, (ii) securities sought to be registered by the Company, and (iii) Registrable Securities held by the Holders. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected 2 registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective and remained effective for the period required by section 1.5 (a); or (diii) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential effected at such time as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to defer the filing of such registration statementany financing, acquisition, or other material transaction, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve12-month period.

Request for Registration. (a) If the Company shall receive at any time a written Qualifying Request request from the Rights Holder of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$5,000,000 then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request requests to all Holders the Rights Holder and shall, subject to the limitations of Subsection 3.1(b) belowSection 2.1(b), effect use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requestrequests, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request Rights Holder requests to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3.; (b) If the Rights Holder initiating the registration request hereunder (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their his request by means of an underwriting, they he shall so advise the Company as a part of their his request made pursuant to this Section 3.1, 2.1 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 2.1(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any the Rights Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's holder’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holderholder) to the extent provided herein. All Holders The Rights Holder proposing to distribute their his securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(eSection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by reasonably acceptable to the holders of at least a majority-in-interest majority of the Initiating Holdersvoting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all Holders the participating Rights Holder thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by the participating Rights Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1. If the Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company owned by each Holderand the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Rights Holder to the nearest one hundred (100) shares. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders Rights Holder requesting a registration statement pursuant to this Section 3.12.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) 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 twelve12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1: (i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1, after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) three (3) years after the date of this Agreement or (ii) six months after the effective date of the Initial Offering, a written Qualifying Request request (the “Initial Request”) from the Holders of Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) twenty days of the receipt thereofof the Initial Request, give written notice of such request the Initial Request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect file as soon as practicable, and in any event within ninety (90) days of the receipt of such request90 days, the a registration statement under the Securities Act of all covering the Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days after the mailing of the Company’s notice pursuant to this Section 1.2(a), and to use best efforts to cause such registration statement to become effective within one hundred twenty days of the mailing of such notice by the Company, in accordance with Section 3.3Initial Request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 the participating Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders); provided, in proportion (as nearly as practicable) to however, that the amount number of shares of Registrable Securities of to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the Company owned by each Holderunderwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect a registration pursuant to this Section 1.2: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (2) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective, provided, that either (i) the distributions described in such registration statements have been completed or (ii) the registration statements continue to remain in effect and there are no more than three “stop orders” in effect with respect to such registration statements; or (3) registrations during the period starting with the date sixty days prior to the Company’s good faith estimate of the date of the filing of a Company-initiated registration subject to Section 1.3 hereof, provided the Company delivers notice to the Holders within thirty days of any request for registration under this Section 1.2, and ending on a date ninety days after such registration or in the case of the Initial Offering ending on a date one hundred eighty days after the effective date of such Initial Offering, provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or (4) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to a Qualifying Request.Section 1.4 hereof; or (d5) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) one hundred twenty days after receipt of the Initial Request, provided that such right to delay any request of the Initiating Holders; provided, however, that Holders under this Section 1 shall be exercised by the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) December 9, 2014, or (ii) six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of at least 30% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which that each such Holder, along with the Holders request Initiating Holders, have requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time three (3) years after the date of this Agreement a written Qualifying Request request from the Holders of a majority or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of at least fifty percent (50%) of the then outstanding Registrable Securities, provided that the anticipated aggregate offering price from such offering would exceed $35,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating HoldersCompany. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The In addition, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) after the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is obligated actively employing in good faith all reasonable efforts to effect no more than three cause such registration statement to become effective; (3iii) registrations if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to a Qualifying Request.Section 1.4; (div) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once twice in any twelve-month twelve (12)-month period; or (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) one hundred and eighty days after the effective date of the Company’s initial public offering and (ii) three years after the date hereof, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of (i) Registrable Securities with an anticipated aggregate offering price of at least $5 million or (ii) at least 20% of the then outstanding Registrable Securities, then the Company shall, within ten (10) 20 days of the receipt thereofreceiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), use all commercially reasonable efforts to effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective unless such registration is withdrawn prior to the sale of the securities being registered because of material adverse developments at the Company; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 1.3 hereof, unless such offering is the initial public offering of the Company’s securities, in which case, ending on a date 180 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below. (iv) In any jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, unless the Company is already qualified to do business or subject to service of process in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) If 1.2.1. Subject to the conditions of this Section 1.2, if the Company shall receive a written Qualifying Request request (i) at any time after six (6) months of the effective date of an Initial Offering, from the Holders of at least 30% of the Registrable Securities then outstanding, or (ii) at any time prior to the passage of six (6) months after the effective date of an Initial Offering, subject to restrictions imposed by the underwriters in connection with the Initial Offering (whether such restrictions terminate by their terms or are waived by the underwriters) (the “Initial Period”), from the Holders of at least 75% of the Registrable Securities then outstanding (the Holders delivering such written request under items (i) or (ii), as applicable, being referred to herein as the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct (or under equivalent securities law of another jurisdiction) covering the registration of Registrable Securities, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2.1. (b) 1.2.2. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwriting or an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal or sale by a broker, placement agent or sales agent, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(a)Section 1.2.1. In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting or other arrangement and the inclusion of such Holder's ’s Registrable Securities in the underwriting or other arrangement (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All If an underwriting is specified, all Holders proposing to distribute their securities through such an underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to a majority-in-majority in interest of the Initiating Holders. Notwithstanding If another form of registered offering is specified, all Holders proposing to participate in such offering shall cooperate with and enter into any other provision documentation recommended by the brokers, sales agents or placement agents and take all actions requested to facilitate the preparation of this Section 3.1, if the offering documentation. 1.2.3. If the underwriter or other adviser advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten or marketed (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten or marketed pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting or other offering shall be allocated among allocated: (a) first, to the Initiating Holders on a pro rata basis based on the number of Registrable Securities held by all such Initiating Holders, (b) second, to the other Holders thereof, of such Registrable Securities who requested to participate in such registration on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), and (c) then to any other holder of securities of the Company, including any shares the Company wishes to register for its own benefit; provided that in proportion no event shall (as nearly as practicablex) to the amount of Registrable Securities included in the offering be reduced below thirty three percent (33%) of the total amount of securities included in such offering, nor (y) the amount of Registrable Securities included in the registration be reduced unless all other securities requested to be registered by any holder other than the Company owned by each Holderare first excluded from such registration. Any Registrable Securities excluded or withdrawn from such underwriting or offering shall be withdrawn from the registration. (c) 1.2.4. The Holders’ rights to use their registration rights shall be subject to Section 1.5, and the Company shall not be required to effect a registration pursuant to this Section 1.2: 1.2.4.1. in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than service in such jurisdiction and except as may be required under the Act; or 1.2.4.2. during the Initial Period if the Company has effected one (1) registration pursuant to this Section 1.2, and such registration has been declared or ordered effective; or 1.2.4.3. after the Company has effected at least one (1) registration pursuant to this Section 1.2 during such calendar year or in the three (3) registrations pursuant months prior to a Qualifying Request. (d) Notwithstanding the foregoing, if date of the Company shall furnish receipt of the request to Holders requesting a registration statement register pursuant to this Section 3.11.2, a certificate signed by and such registrations have been declared or ordered effective; or 1.2.4.4. during the Chief Executive Officer period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the Company stating that in the good faith judgment date of the Board of Directors of the Companyfiling of, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it ending on a date that is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of following the request of effective date of, a Company-initiated registration (subject to Section 1.3 below), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or 1.2.4.5. if the Initiating Holders; provided, however, that together with the holders of any other securities of the Company may not utilize this right more 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 once in any twelve-month period(i) US$5,000,000 or (ii) US$50,000,000 during the Initial Period.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) July 9, 2010 and (ii) the effective date of the Initial Offering, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least 25% of the Registrable Securities Actthen outstanding, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use its reasonable best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holderregistration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date that is 60 days prior to the Company’s good faith estimate of the date of the filing, and ending on a date 180 days following the effective date, of a Company-initiated registration subject to Section 1.3 below or a request for registration under the Allocation Agreement, provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-12 month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120 day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time beginning six (6) months after the effective date of the Qualifying Public Offering, a written Qualifying Request request from the Holders (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Act, with an anticipated aggregate offering price of at least $10,000,000 then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 (i) first to Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities who hold Series C Preferred Stock, pro rata according to the number of the Company owned Registrable Securities held by each Holdersuch Holder and (ii) second, to the remaining Holders of Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), 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 effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If At any time after the Company shall receive date hereof, one or more Holders of any class of Registrable Securities (the "Initiating Holders") may request in a written Qualifying Request notice (which notice shall state the class and the number or amount of Registrable Securities to be so registered and the intended method of distribution) that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice; provided, then however, that there must be included in such registration at least 10% of any class of Registrable Securities to be registered (or any lesser percentage if the anticipated aggregate offering price would exceed $25,000,000). Following receipt of any notice under this Section 3.1, the Company shall, shall (x) within ten (10) 30 days of the receipt thereof, give written notice notify all other Holders of such request in writing and (y) use all commercially reasonable efforts to all Holders and shall, subject cause to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration be registered under the Securities Act of all Registrable Securities which that the Initiating Holders request to and such other Holders have, within ten days after the Company has given such notice, requested be registered within twenty (20) days in accordance with the manner of the mailing of disposition specified in such notice by the Company, in accordance with Section 3.3Initiating Holders. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a)clause (x) of paragraph (a) above. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority-in-majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofapproved by the Company, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holderwhich approval shall not be unreasonably withheld. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to any provision of this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental Agreement to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.contrary:

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier to occur of (i) the Initial Offering and (ii) five years after the date hereof, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect shall effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders); provided, in proportion (as nearly as practicable) to the amount of however, that no Registrable Securities of held by the Company owned by each HolderHolders shall be excluded from such underwriting unless all other securities are first entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or (ii) after the Company has effected two registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoingperiod starting with the date 90 days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 180 days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing good faith reasonable efforts to cause such registration statement to become effective; or (iv) if the Company has effected an Initial Offering within the preceding 365 days; or (v) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; or (vi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.11.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyCompany (the “Board”), it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once twice in any twelve-12 month period. (d) The following registrations shall not count as registrations pursuant to this Section 1.2 for the purposes of Section 1.2(c)(ii): any registration initiated pursuant to this Section 1.2 in which the Company includes shares to be sold by it (such registration will be considered a registration pursuant to Section 1.3 and subject to the terms thereof).

Request for Registration. (a) If at any time after six months after the closing of the Company's initial public offering, the Company shall receive a written Qualifying Request request from Holders of at least 30% of the Registrable Securities that the Company file a registration statement under the Securities ActAct covering the registration for an underwritten public offering of Registrable Securities with estimated aggregate gross proceeds of at least $10,000,000, based on a good-faith estimate of the market price of the Common Stock, then the Company shall, within ten (10) 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowcontained in this Section 4, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered by their giving written notice to the Company within twenty (20) 20 days of the mailing of such notice by the Company, in accordance with Section 3.3Company of its previous notice to the Holders. (b) If the The Initiating Holders intend to must 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 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a)underwritten public offering. In such event, the The right of any Holder to include such Holder's 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 4.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating Holders, which underwriter must also be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.14.2, if the underwriter advises the Initiating Holders Company 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, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect no more than three (3) registrations only one such registration pursuant to a Qualifying Requestthis Section 4.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.14.2, a certificate signed by the Chief Executive Officer President of the Company stating that that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. (a) If the Company shall receive at any time after February [__], 2008, a written Qualifying Request request from the Holder of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act, Act covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding then the Company shall, : (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(bHolders; (ii) below, effect as soon as practicable, and in any event within ninety (90) 60 days of the receipt of such request, the file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request to be registered within twenty registered, subject to the limitations of subsection 2.1(b); and (20iii) days of the mailing of use its best efforts to cause such notice registration statement to be declared effective by the Company, SEC as soon as practicable but in accordance with Section 3.3no event later than 90 days after such request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, subsection 2.1(a) and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 2.1(a). The underwriter will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder's ’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company is shall not be obligated to effect no more than three effect, or to take any action to effect, any registration (3i) 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; (C) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Qualifying Requestrequest made pursuant to Section 2.11 below; or (ii) pursuant to any other provision of this Agreement in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 2.1 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety one hundred twenty (90120) 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 periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions, fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) March 28, 2015, or (ii) six months after the effective date of the initial public offering by the Company of shares of its Common Stock, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company (the “Board”) stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) October 31, 2015, or (ii) six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith 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 may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $30,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon expeditiously as practicable, and in any event within ninety (90) days of the receipt of such requestpossible, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; or (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; or (diii) Notwithstanding during the foregoing, period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below; or (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the CompanyBoard, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period.

Request for Registration. (a) If At any time 180 days after the Company shall receive date of this Agreement, any or all of the Holders (the “Initiating Holders”) may request in a written Qualifying Request notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice (a “Demand Registration”), then provided that there must be included in such registration at least the Minimum Registrable Number of shares of Registrable Securities. Following receipt of any notice under this Section 4, the Company shallshall (i) within twenty (20) days notify all other Holders of such request in writing and (ii) use its reasonable efforts to cause to be registered under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten (10) days of after the receipt thereofCompany has given such notice, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to requested be registered within twenty (20) days in accordance with the manner of the mailing of disposition specified in such notice by the Company, in accordance with Section 3.3Initiating Holders. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a)clause (i) of Section 4(a) above. In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration Demand Registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form (including, without limitation, customary indemnities) with the underwriter or underwriters. Such underwriter or underwriters shall be selected for such underwriting by a majority-in-majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1Holders and shall be approved by the Company, if the underwriter advises the Initiating Holders in writing which approval shall not be unreasonably withheld, provided (i) that marketing factors require a limitation all of the number of shares to be underwrittenrepresentations and warranties by, then and the Initiating Holders shall so advise other agreements on the part of, the Company to and for the Company benefit of such underwriters shall so advise all also be made to and for the benefit of such Holders of Registrable Securities which would otherwise Securities, (ii) that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be underwritten pursuant heretoconditions precedent to the obligations of such Holders of Registrable Securities, and (iii) that no Holder shall be required to make any representations or warranties to or agreements with the number Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of shares such Holder and such Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriter or underwriters. If any Holder of Registrable Securities that disapproves of the terms of the underwriting, such Holder may be included in elect to withdraw all of its Registrable Securities from such underwriting by written notice to the underwriting Company. The securities so withdrawn 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 Holderwithdrawn from registration. (c) The Notwithstanding any provision of this Agreement to the contrary, (i) the Company is obligated shall not be required to effect no more than three (3) registrations a Demand Registration pursuant to this Section 4 during the period starting with the date of filing by the Company of, and ending on a Qualifying Request.date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as practical thereafter; and (dii) Notwithstanding the foregoing, if the Company shall furnish to such Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment opinion of the Board of Directors of such registration would interfere with any material transaction then being pursued by the Company, it would be seriously detrimental then the Company’s obligation to the Company and use its shareholders for such reasonable efforts to file a registration statement to shall 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 deferred for a period of not more than to exceed ninety (90) days after receipt days. (d) The Company shall not be obligated to effect and pay for more than a total of five (5) Demand Registrations pursuant to Section 4 and Section 6; provided that a Demand Registration requested pursuant to Section 4 or Section 6 shall not be deemed to have been effected for purposes of this Section 4(d) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 7(a), (iii) Holders of Registrable Securities included in such registration have not withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to request registration under the provisions of Section 4 or Section 6, and (iv) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the request Commission (other than any such stop order, injunction, or other requirement of the Initiating Holders; providedCommission prompted by any act or omission of Holders of Registrable Securities). (e) The Company agrees not to effect any public or private sale, howeverdistribution or purchase of any of its equity securities which are the same as or similar to, that or convertible into or exchangeable or exercisable for, Class A Shares of the Company may during the fifteen (15) day period prior to, and the thirty (30) day period beginning on, the effective date of any registration statement filed pursuant to a Demand Registration, unless the Holders exercising such Demand Registration shall have given their consent, which consent shall not utilize this right more than once in be unreasonably withheld. The foregoing sentence shall not apply to: (x) any twelve-month periodClass A Shares issued by the Company upon the exercise of an option or the conversion of a security outstanding on the filing date of any registration statement and (y) any Class A Shares issued or options to purchase Class A Shares granted pursuant to employee benefit or bonus plans of the Company.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) January 1, 2020 or (ii) six (6) months after the effective date of the Initial Public Offering, a written Qualifying Request request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of (i) at least thirty percent (30%) of the then outstanding Registrable Securities, or (ii) a lesser percent of the Registrable Securities Actif the anticipated aggregate offering price, net of underwriting discount and commissions, would exceed $20,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, ; give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders thereof, including the Initiating Holders, in proportion of such Registrable Securities on a pro rata basis (as nearly as practicable) to based on the amount number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company owned by each Holderhave been excluded; and provided further that at least twenty percent (20%) of the Registrable Securities requested to be included in such underwriting are in fact so included, except in the case of the Company’s Initial Public Offering (in which case there shall be no requirement to include any of the Registrable Securities subject to the other caveats provided in this section). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The In addition, the Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; (dii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, if and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that is actively employing in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental all reasonable efforts to the Company and its shareholders for cause such registration statement to become effective; (iii) if the Initiating Holders propose to dispose of Registrable Securities that may be filed and it is therefore essential registered on Form S-3 pursuant to defer the filing of such registration statement, Section 1.4; or (iv) in any particular jurisdiction in which the Company shall have the right would be required to defer execute a general consent to service of process in effecting such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; providedregistration, however, that unless the Company is already subject to service in such jurisdiction and except as may not utilize this right more than once in any twelve-month periodbe required under the Act.

Request for Registration. (a) If the Company shall receive at any time after 180 days following (i) the effective date of an IPO or (ii) the Company (including its successors or assigns) first becoming subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, whichever comes first, a written Qualifying Request request from the Investor that the Company file a registration statement under the Securities ActAct covering the registration of stock, then the Company shall, within ten : (10i) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) 75 days of the receipt of such request, the file a registration statement under the Securities Act of covering all Registrable Securities which the Holders request Investor requests to be registered within twenty registered, subject to the limitations of subsection 2.1(b); and (20ii) days of the mailing of use its reasonable best efforts to cause such notice registration statement to be declared effective by the Company, in accordance with Section 3.3SEC as soon as practicable. (b) If the Initiating Holders intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 3.1, subsection 2.1(a) and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 2.1(a). The underwriter will be selected by the Investor subject only to the reasonable approval of the Company. In such event, the right of any Holder the Investor to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's the Investor’s participation in such underwriting and the inclusion of such Holder's its Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Investor , if proposing to distribute their its securities through such underwriting underwriting, shall (together with the Company, Company as provided in Subsection 3.3(esubsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.12.1, if the underwriter advises the Initiating Holders Investor 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 number of shares of Registrable Securities which would otherwise held by the Investor to be underwritten pursuant heretoincluded in such underwriting shall be reduced; provided, and however, that the number of shares of Registrable Securities held by the Investor to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration (i) 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (B) After the Company has effected two registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective; or (C) If the Investor proposes to dispose 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. (c) The Company is obligated to effect no more than three (3) registrations immediately registered on Form S-3 pursuant to a Qualifying Requestrequest made pursuant to Section 2.11 below, or (ii) pursuant to any other provision of this Agreement, in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, the Investor 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, Company it would be seriously materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential become effective or to defer the filing of remain effective as long as such registration statementstatement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety one hundred and twenty (90120) days after receipt of the request of the Initiating HoldersInvestor; provided, however, that the Company may not utilize this right more than once in any twelve-month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (e) A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Investor withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investor after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that the Investor has requested to be included in such registration statement are actually included.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of twenty percent (20%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use all commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority-in-majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that 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 to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders, in proportion (as nearly as practicable) to the amount of ). In no event shall any Registrable Securities of be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Company owned by each Holderregistration. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective and the sales of such Registrable Securities have closed; (diii) Notwithstanding during the foregoingperiod starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company initiated registration statement subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period, and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time during the period of five (5) years from the effective date of the Initial Offering, a written Qualifying Request request from the Holders holding at least twenty percent (20%) of the Preferred Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Preferred Registrable Securities Actwith an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use its reasonable best efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Preferred Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an underwritingunderwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred required pursuant to in Subsection 3.1(aSection 1.2(a). In such event, the right of any Holder to include such Holder's its Preferred Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten public offering and the inclusion of such Holder's ’s Preferred Registrable Securities in the underwriting underwritten public offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwrittensecurities underwritten (including Preferred Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Preferred Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting underwritten public offering shall be first allocated among to the holders of Series H Preferred Stock, Series G Preferred Stock, Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock and Series B Preferred Stock that would otherwise be underwritten pursuant hereto on a pro rata basis based on the number of shares of Series H Preferred Stock, Series G Preferred Stock, Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock and Series B Preferred Stock held by all Holders thereofsuch Holders, calculated on an as-converted basis (including the Initiating Holders, ); any remaining number of shares that may be included in proportion (as nearly as practicable) the underwritten public offering shall be allocated to the amount other Holders on a pro rata basis based on the number of Preferred Registrable Securities of held by all such Holders (including the Company owned by each HolderInitiating Holders). Any Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the registration. (c) The Company is obligated shall not be required to effect no more than three a registration pursuant to this Section 1.2: (3i) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and except as may be required under the Securities Act; or (ii) with respect to registration pursuant to Sections 1.2(a)-(b), after the Company has effected two (2) registrations pursuant to a Qualifying Request.Sections 1.2(a)-(b) and such registrations have been declared or ordered effective; or (diii) Notwithstanding if the foregoingInitiating Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) during the period beginning sixty (60) days prior to the Company’s good faith estimate of the date of the filing of the registration statement relating to the Initial Offering and ending (A) one hundred eighty (180) days following the effective date of such registration statement; or (B) ninety (90) days following the effective date of each other Company initiated registration subject to Section 1.3 below, provided that the Company is actively using reasonable efforts to cause such registration statement to become effective; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Company’s Board of Directors (the “Board”), stating that in the good faith judgment of the Board of Directors of the CompanyBoard, 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 effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, provided that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any twelve-twelve (12) month period.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) five years after the date of this Agreement or (ii) six months after the effective date of the IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $20,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 120-day period (other than in an IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith 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 may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If the Company shall receive at any time one year or more after the effective date of the Company's first underwritten public offering of shares of Common Stock pursuant to a registration statement, a written Qualifying Request request from the Holders of more than fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities ActAct covering the registration of at least fifty percent (50%) of the Registrable Securities then outstanding (or a lesser percent if the anticipate aggregate offering price, net of underwriting discounts and commissions, would exceed $2,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2 (b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, Company in accordance with Section 3.33.5. (b) If the Holders initiating the registration request hereunder ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and approved by the Company, which approval shall not unreasonably be withheld. In such event, the right of any Holder to include such Holder's 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 upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(esubsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company Holder 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 such 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; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to effect no more than three only one (31) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a such registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period1.2.

Request for Registration. (ai) If the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities ActAt any time and from time to time after December 31, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request2001, the Purchaser may request an underwritten registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part (but not less than 250,000 shares) of its Registrable Securities Stock (a "Demand Registration"), subject to the terms and conditions of this Agreement. Any request (a "Registration Request") for a Demand Registration shall specify the approximate number of shares of Registrable Stock requested to be registered. (ii) Subject to subsection (i) above and paragraph 2F hereof, the Purchaser will be entitled to request two (2) Demand Registrations that will be paid for by the Company and an unlimited number of Demand Registrations that will be paid for by the Purchaser. (iii) Unless the Company is obligated pursuant to the terms of any registration rights heretofore granted by the Company (or one of its subsidiaries), the Company will not include in any Demand Registration any securities other than shares of Registrable Stock, shares of other capital stock of the Company upon which registration rights have been granted by the Holders request Company (hereinafter referred to as "Other Registrable Securities") and securities to be registered within twenty (20) days for offering and sale on behalf of the mailing Company without the prior written consent of such notice by the Company, in accordance with Section 3.3. (b) Purchaser. If the Initiating Holders intend managing underwriter(s) of the offering to distribute be effected pursuant to the Registrable Securities covered by their request by means of an underwriting, they shall so Demand Registration advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and in their opinion the number of shares of Registrable Stock, Other Registrable Securities that may and other securities in such offering exceeds the number of shares of Registrable Stock, Other Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Purchaser, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Stock and Other Registrable Securities, the number of shares of Registrable Stock and Other Registrable Securities requested to be included which in the underwriting shall opinion of such underwriters can be allocated sold in an orderly manner within the price range of such offering, pro rata among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount holders of such Registrable Stock and such Other Registrable Securities on the basis of the Company number of shares owned by each Holdersuch holder. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.

Request for Registration. If at any time after the earlier of (ai) If one hundred twenty (120) days after any registration statement covering a public offering of securities of the Company Corporation under the Securities Act having become effective and (ii) the fourth anniversary of the date of this Agreement, the Corporation shall receive a written Qualifying Request 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 Corporation file a registration statement under the Securities Act, or a similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of at least the lesser of (i) at least twenty-five percent (25%) of the 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 Company shall, within ten (10) days of the receipt thereof, give written notice Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders and shall, subject have requested be registered to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration be registered under the Securities Act Act; provided, that if the 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 to which registration shall have been requested, shall be greater than $10,000,000, and the managing underwriter (or co-managing underwriter) of such offering shall be an underwriter with 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 request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they being sold in such offering. Notwithstanding the foregoing: (a) the Corporation shall so advise the Company as not be obligated to effect a part of their request made registration pursuant to this Section 3.12 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date one hundred twenty (120) days following the Company shall include such information effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in the written notice referred good faith its best efforts to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in cause such registration shall be conditioned upon such Holder's participation in such underwriting statement to become effective and that the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest Corporation’s estimate of the Initiating Holders and date of filing such Holderregistration statement is made in good faith; (b) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Corporation shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to not 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, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 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 Chief Executive Officer President of the Company Corporation stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and Corporation or its shareholders stockholders for such 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 it is therefore essential (d) unless the Holders agree to defer bear the filing 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 Company Holders shall be deemed to have the right to defer such filing for a period used one of not more than ninety (90) days after receipt of the request of the Initiating Holderstheir registration rights under this Section 2; provided, however, that the Company may Holders shall not utilize be deemed to have used one of their registration rights under this right more than once Section 2 if the Holders of the Registrable Securities included in any twelvesuch registration statement agree to reimburse the Corporation for its reasonable out-month periodof-pocket expenses in connection with such withdrawn registration statement.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) the four year anniversary of this Agreement, or (ii) six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten (10) 30 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use all commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 30 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders pursuant to Section 1.10 hereof. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company (the “Board”) it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 180 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 180-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) Prior to the earlier of (A) the four (4) year anniversary of the date of this Agreement or (B) one hundred eighty (180) days following 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; (ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the Initial Offering, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iii) After the Company has effected 2 registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 2.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (iv) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (v) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If Subject to the conditions of this Section 1.2, if the Company shall receive at any time after six (6) months after the effective date of the Initial Offering, a written Qualifying Request request from the Holders of at least 35% or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities Actwith an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within ten twenty (1020) days of the receipt thereof, give written notice of such request to all Holders Holders, and shall, subject to the limitations of Subsection 3.1(b) belowthis Section 1.2, effect use commercially reasonable efforts to effect, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which that the Holders request to be registered in a written request received by the Company within twenty forty (2040) days of the mailing of such notice by the Company, in accordance with ’s notice pursuant to this Section 3.31.2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, 1.2 and the Company shall include such information in the written notice referred to in Subsection 3.1(aSection 1.2(a). In such event, event the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the such underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-majority in interest of the Initiating HoldersHolders (which underwriter or underwriters shall be reasonably acceptable to the Company). If any Holder disapproves of the terms of the underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter and the Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by others participating in the underwriting may be included in such registration, then the Company shall allocate such greater number of Registrable Securities to such parties in proportion, as nearly as practicable, to the respective amount of Registrable Securities held by such parties. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwrittensecurities underwritten (including Registrable Securities), then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Equity Securities that may be included in the underwriting shall be allocated among to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders thereof, (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities of the Company are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For purposes of this Section 1.2, in proportion (a registration shall not be counted as nearly effected if, as practicable) to a result of an exercise of the amount underwriter’s cutback, fewer than 50% of the total number of Registrable Securities of the Company owned by each Holderthat Holders have requested to be included in such registration statement are actually included. (c) The Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is obligated already subject to effect no more than three service in such jurisdiction and except as may be required under the Act; (3ii) after the Company has effected two (2) registrations pursuant to a Qualifying Request.this Section 1.2, and such registrations have been declared or ordered effective; (diii) Notwithstanding during the foregoing, period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below; provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, 1.2 a certificate signed by the Chief Executive Officer of the Company Company’s Manager (or chief executive officer, if applicable) stating that in the good faith judgment of the Board Management Committee (or board of Directors directors, if applicable) of the Company, it would be seriously detrimental to the Company and its shareholders members (or stockholders, if applicable) for such registration statement to be filed and it is therefore essential to defer the filing of effected at such registration statementtime, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided, however, provided that such right shall be exercised by the Company may not utilize this right more than once in any twelve-month twelve (12)-month period; provided further that the Company shall not register any securities for the account of itself or any other member (or stockholder, if applicable) during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company equity incentive plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Equity Securities being registered are common equity issuable upon conversion of debt securities that are also being registered). In the event the Company makes the determination contemplated by this Section 1.2(c)(v), the Initiating Holders shall be entitled to withdraw their request for registration under this Section 1.2 without impairing their right to request registration thereafter.

Request for Registration. (a) If After 30 days following the date ------------------------ hereof, each time the Company shall receive a written Qualifying Request that the Company proposes to file a registration statement under the Securities ActAct with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of equity security (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that is adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or the offering of securities solely to the Company's existing securityholders), then the Company shall, within ten (10) days of the receipt thereof, shall give written notice of such request proposed filing to all Holders and shall, subject to the limitations each Holder of Subsection 3.1(b) below, effect Registrable Securities as soon as practicablepracticable (but in no event less than 10 days before the anticipated filing date), and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by shall offer such Holder the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend opportunity 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 3.1, and the Company shall include register such information in the written notice referred to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that as each such Holder may request (which request must be made in writing and shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall permit, or, if the offering relating to a Piggy-Back Registration is an underwritten offering, shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit, the Registrable Securities requested to be included in such Piggy-Back Registration to be included on the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (same terms and conditions as nearly as practicable) to the amount of Registrable Securities any similar securities of the Company owned by each or any other securityholder included therein and shall permit, or use its best efforts to cause such managing underwriter or underwriters to permit, the sale or other disposition of such Registrable Securities in accordance with such Holder. (c) The Company is obligated 's intended method of distribution thereof. Any Holder shall have the right to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 3.1, a certificate signed 4 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 giving written notice 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 statementwithdrawal. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall have give immediate notice of such withdrawal to the right Holders who requested Registrable Securities to defer be included in such filing Piggy-Back Registration and shall reimburse such Holders for a period of not more than ninety all reasonable out-of-pocket expenses (90including counsel fees and expenses) 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 periodincurred prior to such withdrawal.

Request for Registration. Within thirty (a30) If days after the First Closing, the Company shall receive a written Qualifying Request that prepare and file with the Company file SEC a registration statement under the Securities Acton Form S-3 (or, if Form S-3 is not then the Company shallavailable, within ten (10) days on such form of the receipt thereof, give written notice registration statement that is then available to effect a registration of such request to all Holders and shallRegistrable Securities, subject to consent of the limitations Investors holding at least a majority of Subsection 3.1(bthe Registrable Securities) below, effect covering the registration of all of the Registrable Securities. The Company shall use best efforts to obtain the effectiveness of the Registration Statement as soon as practicable, possible after the date of the First Closing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Registrable Securities (i) are sold and (ii) can be sold by the Holders (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any event within ninety (90) days of the receipt of such request, the three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3. (b) 1933 Act. 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 Company. The underwriter will be selected by a majority in interest (as a part determined by the number of their request made pursuant Registrable Securities held) of the Holders and shall be reasonably acceptable to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a)Company. In such event, the right of any Holder to include such Holder's his, her or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such HolderHolders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, Company as provided in Subsection 3.3(eSection 1.6(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 Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.3, 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 the Company and the Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and provided that the number of shares of Registrable Securities that may to be included in the such underwriting shall not be allocated among reduced unless all Holders thereofother securities are first entirely excluded from the underwriting. If on the date one hundred twenty (120) days after the First Closing either (i) the registration statement described in Section 1.3(a) is not declared effective or (ii) the registration statement described in Section 1.3(a) is no longer deemed to be effective after initial effectiveness, including the Initiating HoldersCompany, unless waived by the Investors who purchased at least 10% of the Common Stock, shall issue to each Investor a warrant in proportion the form attached hereto as Exhibit A (as nearly as practicableeach, a "Registration Warrant" and, collectively, the "Registration Warrants") to acquire the amount number of shares of Common Stock equal to (i) 5% multiplied by (ii) the aggregate number of shares of Common Stock sold to such Investor under the Purchase Agreement at any Closing thereunder. The exercise price of each such Registration Warrant will be $.85 per share of Common Stock issuable on exercise of the Registration Warrant. If the end of the first thirty-day period after the initial one hundred twenty-day period referred to in Section 1.3(c) either (i) the registration statement described in Section 1.3(a) is not declared effective or (ii) the registration statement described in Section 1.3(a) is no longer deemed to be effective after initial effectiveness, the Company shall, unless waived by the Investors who purchased at least 10% of the Common Stock, issue to each Investor an additional Registration Warrant to acquire the number of shares of Common Stock equal to (i) 5% multiplied by (ii) the aggregate number of shares of Common Stock sold to such Investor pursuant to the Purchase Agreement at any Closing thereunder. The exercise price of each such Registration Warrant will be $.85 per share of Common Stock issuable on exercise of the Registration Warrant. If at the end of each subsequent thirty-day period after the first thirty-day period after the initial one hundred twenty-day period referred to in Section 1.3(c) either (i) the registration statement described in Section 1.3(a) is not declared effective or (ii) the registration statement described in Section 1.3(a) is no longer deemed to be effective after initial effectiveness, the Company shall, unless waived by the Investors who purchased at least 10% of the Common Stock, issue to each Investor an additional Registration Warrant to acquire the number of shares of Common Stock equal to (i) 2.5% multiplied by (ii) the aggregate number of shares of Common Stock sold to such Investor pursuant to the Purchase Agreement at any Closing thereunder. The exercise price of each such Registration Warrant will be $.85 per share of Common Stock issuable on exercise of the Registration Warrant. The Company shall execute such other and further certificates, instruments and other documents as may be reasonably requested by the Investors or reasonably necessary or proper to implement, complete and perfect the Investors' rights under this Section 1.3 and to freely trade the Registrable Securities without limitation or restriction imposed or created by the Company or securities law. The terms and covenants set forth in this Section 1.3 shall terminate as to each Holder and be of no further force and effect on the earlier of the Company date on which all the Registrable Securities beneficially owned by each Holder. that Holder (ci) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement are registered pursuant to this Section 3.1, a certificate signed 1.3 and sold by the Chief Executive Officer that Holder in an open market transaction or (ii) can be sold by that Holder (and any affiliate 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 Holder with whom such Holder must aggregate its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90sales under Rule 144) 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 twelvethree-month periodperiod without volume limitation and without registration in compliance with Rule 144 under the 1933 Act.

Request for Registration. (ai) If At any time after the Company shall receive a written Qualifying Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days first anniversary of the receipt thereofdate hereof, give written notice a Holder or Holders, who collectively own at least fifty percent (50%) of such request to the Registrable Shares held by all Holders and shall(the "Requesting Holders"), subject may request the Company, in writing (a "Demand Request"), to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Securities Act of all or part of its or their Registrable Securities which Shares (a "Demand Registration"); PROVIDED, HOWEVER, that the Holders request to be registered within twenty aggregate market value (20) days based on the current market price of the mailing Common Stock on the date the Company receives the Demand Request) of the Registrable Shares to which such notice by the CompanyDemand Request relates must be at least $5,000,000; PROVIDED, FURTHER, that Holders may make only one such Demand Request in accordance with Section 3.3any six month period. (bii) The Company shall effect such Demand Registration on Form S-3 promulgated under the Securities Act or any successor form thereto; PROVIDED, HOWEVER, that, if at any time, the Company is not eligible to register securities on Form S-3 or such successor form, such Requesting Holder shall have the right to require the Company to effect the proposed Demand Registration on Form S-1 promulgated under the Securities Act or any successor form thereto. (iii) Each Demand Request shall specify the number of Registrable Shares proposed to be sold. If the Initiating Requesting Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1Demand Request, and the Company shall include such information in the written notice referred to in Subsection 3.1(a). In such event, the right of any Holder or Permitted Third-Party Holder to include such Holder's Registrable Securities Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's or Permitted Third-Party Holder's Registrable Securities Shares in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating underwriting. All Holders and such Holder) to the extent provided herein. All Permitted Third-Party Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this in accordance with Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be 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 Holder1.1(c). (civ) The Company is obligated Subject to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be 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 statement1.1(f), the Company shall have file the right to defer such filing for a period of not more than Demand Registration within ninety (90) days after receipt of receiving a Demand Request (the request of "Required Filing Date") and shall use its reasonable best efforts to cause the Initiating Holderssame to be declared effective by the SEC as promptly as reasonably practicable after such filing; providedPROVIDED, howeverHOWEVER, that the Company may need effect only an aggregate of three (3) Demand Registrations pursuant to Demand Requests made pursuant to this Section 1.1(a) only one (1) of which is required to be an underwritten offering; and PROVIDED FURTHER, that if the Company is not utilize eligible to register securities on Form S-3 or any successor form thereto, the Company need only affect an aggregate of two (2) Demand Registrations on Form S-1 or any successor form thereto pursuant to Demand Requests made pursuant to this right more than once Section 1.1(a) only one (1) of which is required to be an underwritten offering. The Company shall not be required to effect a registration pursuant to Section 1.1(a) in any twelve-month periodparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

Request for Registration. (a) If the Company shall receive at any time after the earlier of (i) December 20, 2016, or (ii) six months after the effective date of the Qualified IPO, a written Qualifying Request request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $5,000,000, then the Company shall, within ten (10) 20 days of the receipt thereofafter receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(b) belowsubsection 1.2(b), effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration use commercially reasonable efforts to cause to be registered under the Securities Act all of all the Registrable Securities which the Holders request that each such Holder has requested to be registered within twenty (20) 20 days of after the mailing of such notice by the Company, in accordance with Section 3.3. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(asubsection 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder's his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.11.2, if the underwriter advises the Initiating Holders Company in writing good faith 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 participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof unless such offering is not the initial public offering of the Company’s securities, in which case, ending on a date 90 days after the effective date of such registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith 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 may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

Request for Registration. (a) If the Company shall receive at any time from and after six months following the Conversion Trigger (as defined in the Company’s Certificate of Incorporation), a written Qualifying Request request from Stockholders holding at least 33% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities ActAct covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $30 million, then the Company shall, within ten (10) days of the receipt thereof, shall give written notice of such request to all Holders Stockholders and shalluse its commercially reasonable efforts, subject to the limitations of Subsection 3.1(b) below2.1(b), effect as soon as practicable, practicable (and in any event use its commercially reasonable efforts to file a registration statement within ninety sixty (9060) days of the receipt of such written request), to effect the registration under the Securities Act of all of the Registrable Securities which the Holders request that each such Stockholder has requested to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3registered. (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 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(a2.1(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Stockholders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder Stockholder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's Stockholder’s participation in such underwriting and the inclusion of such Holder's Stockholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Company, a majority in interest of the Initiating Holders and such HolderStockholder) to the extent provided herein. All Holders The Company and all Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 3.1Subsection 2.1, if the underwriter advises the Initiating Holders Company in writing good faith 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 Stockholders which would otherwise be underwritten pursuant heretothereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereofparticipating Stockholders, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holderparticipating Stockholder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, Company it would be seriously detrimental to the Company and its shareholders stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementfiled, the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Subsection 2.3(b)(iii) more than once in any twelve12-month period, and provided, further, that the Company shall not register any securities for the account of itself or any other Stockholder during such 90-day period (other than in a Qualified Offering or an Excluded Registration). (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Subsection 2.1: (i) After the Company has effected two registrations pursuant to this Subsection 2.1, subject to such registrations having been declared or ordered effective and that either (A) the conditions of Subsection 2.4(a) having been satisfied or (B) the registration statements remaining effective and there being no stop orders in effect with respect to such registration statements for a period of one hundred twenty days; (ii) During the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of (provided that the Company delivers notice in accordance with Section 4.5 within 30 days of receipt of the request of the Initiating Holders of its intent to file), and ending on a date 180 days after the effective date of, a registration subject to Subsection 2.2 for the initial public offering of the Company’s securities; provided, that the Company is actively employing in good faith its 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 may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.3.

Request for Registration. (a) If at any time the Registration Statement (as defined in the Purchase Agreement) is not effective, the Company shall receive a written Qualifying Request request from the Holder that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Subsection 3.1(bSection 2(b) below, effect file (as soon expeditiously as practicable, and in any event within ninety sixty (9060) days of the receipt of such request) and use its best efforts to have declared effective as thereafter as is practicable, the a registration statement under the Securities Act of with respect to all Registrable Securities which the Holders request Holder requests to be registered within twenty (20) days of the mailing of such notice by the Company, in accordance with Section 3.3registered. (b) If Subject to Section 2(d) below, if the Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request pursuant to Section 2(a) hereof by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 3.1, and 2. The Holder shall select the Company shall include such information in the written notice referred to in Subsection 3.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities managing underwriter or underwriters in such registration shall be conditioned upon underwriting, such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holderunderwriter(s) to be reasonably acceptable to the extent provided hereinCompany. All Holders proposing to distribute their securities through such underwriting The Holder shall (together with the Company, Company as provided in Subsection 3.3(eSection 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority-in-interest the Holder; provided, however, that the Holder (or any of its Permitted Transferees) shall not be required to make any representations, warranties or indemnities except as they relate to the Initiating Holders. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number Holder's ownership of shares and authority to be underwritten, then enter into the Initiating Holders shall so advise underwriting agreement and to the Company and the Company shall so advise all Holders Holder's intended method of Registrable Securities which would otherwise be underwritten pursuant heretodistribution, and the number liability of shares of Registrable Securities that may be included in the underwriting Holder shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) limited to an amount equal to the amount of Registrable Securities of net proceeds from the Company owned offering received by each the Holder. (c) The Company is shall be obligated to effect no only two (2) registrations pursuant to this Section 2 (an offering which is not consummated shall not be counted for this purpose); provided, however, that the Company shall be obligated to effect as many registrations (but not more than three (3) registrations per year) as may be requested by the Holder in the event and so long as registration pursuant to a Qualifying RequestForm S-3 or any similar "short-form" registration statement is available. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3.1, the Holder a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed by reason of a material pending transaction and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersHolder; provided, however, that the Company may not utilize this right more than once in any twelve-twelve (12) month period.

Request for Registration. (a) If At any time, and from time to time, from and after the Company shall receive date hereof, the Holders of at least 25% of the then outstanding Registrable Securities (the “Initiating Holders”) may request in a written Qualifying Request notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 3.2, then the Company shall, shall (i) within ten (10) days of the receipt thereof, give written notice notify all other Holders of such request in writing and (ii) thereupon will, as expeditiously as possible, use its best efforts to all Holders and shall, subject cause to the limitations of Subsection 3.1(b) below, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration be registered under the Securities Act of all Registrable Securities which that the Initiating Holders request to and such other Holders have, within ten days after the Company has given such notice, requested be registered within twenty (20) days in accordance with the manner of the mailing of disposition specified in such notice by the Company, in accordance with Section 3.3Initiating Holders. (b) If the Initiating Holders intend to distribute have the Registrable Securities covered by their request distributed by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and the Company shall include such information in the written notice referred to in Subsection 3.1(aclause (i) of Section 3.2(a). In such event, the right of any Holder to include such Holder's its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) Holders to the extent provided hereinbelow. All Holders proposing to distribute their securities Registrable Securities through such underwriting underwritten offering shall (together with the Company, as provided in Subsection 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected for by the Initiating Holders holding a majority of Registrable Securities then held by the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld or delayed. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such underwriting Holder, the Registrable Securities of such Holder and such Holder’s intended method of distribution and any other representations required by a majority-in-interest law or reasonably required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Company, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any other provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 3.13.2 during the period starting with the date of filing by the Company of, and ending on a date not more than 180 days following the effective date of, (i) any registration statement requested under Section 3.2(a) or 3.4 or (ii) a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 3.3; provided that (x) the Company shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the up to 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. (d) A registration requested pursuant to this Section 3.2 shall not be deemed to have been effected pursuant this Section 3.2 for purposes of Section 3.7 unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 3.5(a), and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities). (e) Subject to the following sentence, if a requested registration pursuant to this Section 3.2 involves an underwritten offering and the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of that, in its opinion, the number of shares securities requested to be underwritten, then the Initiating Holders shall so advise included in such registration (including securities of the Company and which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, the Company shall so advise all Holders will include in such registration only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities which would otherwise requested to be underwritten pursuant heretoincluded in such registration exceeds the number which, and in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that may any shares hereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the underwriting shall be allocated among all Holders thereof, including the Initiating Holdersnumber which, in proportion (as nearly as practicable) the opinion of the managing underwriter, may be sold at a price reasonably related to the amount then current market value of Registrable Securities such securities, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the Company owned by each Holder. (c) managing underwriter, may be sold at a price reasonably related to the then current market value of such securities. The Company is obligated to effect no more than three (3) registrations pursuant to a Qualifying Request. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a will not include in any requested registration statement pursuant to this Section 3.1, a certificate signed by the Chief Executive Officer 3.2 any securities which are not Registrable Securities (other than securities of the Company stating that Company) without the prior written consent of the holders of at least a majority of the Registrable Securities included in the good faith judgment of such registration. (f) If the Board of Directors Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company (collectively, a “Valid Business Reason”), the Company may postpone filing a registration statement relating to a request for registration under this Section 3.2 until such Valid Business Reason no longer exists, but in no event for more than three months from the date of the Companynotice referred to below, it would be seriously detrimental to and, in case any such registration statement has been filed the Company and its shareholders for may, with respect to a registration effected pursuant to this Section 3.2, cause such registration statement to be filed withdrawn and it is therefore essential its effectiveness terminated or may, with respect to defer a registration effected pursuant to this Section 3.2 or Section 3.4, postpone amending or supplementing such registration statement; and the filing Company shall give written notice (a “Delay Notice”) of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Company shall have will disclose to such holder the right nature of such Valid Business Reason in reasonable detail provided, that such holder executes a confidentiality agreement reasonably satisfactory to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersCompany; provided, howeverfurther, that any such confidentiality agreement shall terminate upon the public disclosure of such Valid Business Reason. Notwithstanding the foregoing provisions of this Section 3.2(f), no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the three registration statements effected pursuant to this Section 3.2 or Section 3.4 for purposes of Section 3.7 and the Company may not utilize shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if such Delay Notice relates to a request under Section 3.2(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 3.4) or (ii) with respect to any two consecutive registrations requested pursuant to this right more than once in any twelve-month periodSection 3.2 or Section 3.4.