Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) July 31, 2006 and (ii) the date which that is six (6) months from after the first public offering after the date hereof of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company’s intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated to each stockholder of the Company on a pro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At any time after the earlier of three (3) years from the date which is hereof, or six (6) months from after the date of this AgreementCompany’s initial public offering, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting two-thirds (66-2/3%) of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided provided, however, that the shares anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute such offering is at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock$5,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 15(a) and 12(d15(f), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of the Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of shares of Preferred Shares and Warrants Stock shall be entitled to sell such shares of Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a any registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company covering a firm commitment underwritten public offering in which for the holders purpose of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of registering shares for sale by the shares of Restricted Stock as to which registration shall have been requestedCompany. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three (3) occasions only, only (except for on Form S-3 or any equivalent successor form as provided in Section 6); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders of Restricted Stock and Preferred Stock (other than as a majority result of a Material Adverse Change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the have been sold pursuant thereto (not including shares of Restricted Stock have the right to cause the Company to effect eligible for sale pursuant to this Section 4the underwriters’ over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded, pro rata based on their ownership of Restricted Stock. (e) With respect to a request for registration pursuant to Sections 4 and 6 that is for an underwritten public offering, the managing underwriter shall be chosen by the holders of two-thirds (66-2/3%) of the Restricted Stock to be sold in such offering.

Required Registration. (a) At any time after following the date which is six (6) months from consummation of an initial public offering by the date Company of this Agreementits securities, any two (2) of the three (3) holders of Restricted Stock acting together as a group may Holding may, by written notice, request on two (2) separate not more than five occasions that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requestedso requested (and which requests shall total at least fifty percent of the shares of Restricted Stock originally purchased by Holding). (b) Following Promptly following receipt of any notice under this Section 4, 4 the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received file and shall use all reasonable its best efforts to register have declared effective a registration statement under the Securities ActAct for the public sale, for public sale in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving date of such notice by from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of a majority in interest of the selling holders of a majority of the shares of Restricted Stock to be sold in such offeringStock, which approval shall not be unreasonably withheld, conditioned or delayed. The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall be obligated to register Restricted Stock pursuant to requests made by Holding under this Section 4 on two occasions only, ; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 44 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by the requesting holders, Holding shares of Class A Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except with respect to registration statements on Form S-3 or Form S-8, or as otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Class A Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after If (i) the date which is six (6) months from holder or holders of an aggregate of at least the date Required Demand Amount propose to dispose of this Agreement, any two (2) at least 20% of the three then outstanding Registrable Stock (3such holder or holders being herein called the "Initiating Holders"), and (ii) holders such disposition may not, in the opinion of Restricted Stock acting together such Initiating Holders, be effected in the public marketplace (as opposed to a group may request on two (2) separate occasions the Company to register private transaction under the Securities Act all or any portion Act) on equally favorable net terms to the Initiating Holders without registration of such shares under the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d)Securities Act, the term "Restricted Stock" shall be deemed Initiating Holders may request the Company in writing to include effect such registration, stating the number of shares of Restricted Registrable Stock which would to be issuable disposed of by such Initiating Holders (which, in the aggregate, shall be not less than 20% of the then outstanding Registrable Stock) and the intended method of disposition. Upon receipt of such request, the Company will give prompt written notice thereof to a holder all other Holders whereupon such other Holders shall give written notice to the Company within 20 days after the date of Preferred Shares upon conversion the Company's notice (the "Notice Period") if they propose to dispose of all any shares of Preferred Registrable Stock held by pursuant to such holder at such time and registration, stating the number of shares of Restricted Registrable Stock which would to be issuable to a holder disposed of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that Holder or Holders and the only securities which the Company shall be required to register pursuant hereto shall be shares intended method of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requesteddisposition. (b) Following receipt of any notice under The Key Employees may register securities for sale for their own account in the registration requested pursuant to this Section 48.2, subject to limitations on the number of shares which may be imposed by the underwriter as set forth in Section 8.4(d) below. At the time the Company shall immediately notify all holders give the notice to Holders required by Section 8.2(a), it shall also give the same notice to the Key Employees whereupon each Key Employee shall give written notice to the Company within the Notice Period if such Key Employee proposes to dispose of Restricted any shares of Common Stock from whom notice has not been received and shall use all reasonable efforts held by him or her pursuant to register under the Securities Actsuch registration, for public sale in accordance with the method of disposition specified in such notice from requesting holders, stating the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Common Stock to be sold in disposed of by such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least Key Employee and the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the intended method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4disposition. (c) The Company shall be entitled will use its best efforts to include in any effect promptly after the Notice Period the registration statement referred to in this Section 4, for sale in accordance with under the method Securities Act of disposition specified by the requesting holders, all shares of Common Subject Stock to be sold by specified in the Company for its own accountrequests of the Initiating Holders, or any issued the requests of the other Holders and outstanding shares the requests of Common Stock to be sold by others except as and the Key Employees, subject, however, to the extent that, limitations set forth in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldSection 8.4.

Required Registration. (a) At any time after the date which is six (6) months from after the date of this Agreement, any two (2) closing of the three (3) holders Company’s Initial Public Offering, the Investors who in the aggregate hold at least a majority of the total Restricted Stock acting together as a group Shares then outstanding may by written notice to the Company request on two (2) separate occasions the Company to register under the Securities Act or applicable Canadian Securities Laws all or any portion of the shares of Restricted Stock Shares held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares reasonably anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event public offering would not be less than 1,500,000 shares of Restricted StockUSD$10,000,000. For purposes of this Section 4 2.3 and Sections 5, 12(a) 2.4 and 12(d)2.5, the term "“Restricted Stock" Shares” shall be deemed to include (but without double counting) the number of shares of Restricted Stock Shares which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2.3 or Section 5Sections 2.4 and 2.5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters (with the underwriters’ approval) for conversion or exercise, respectively, and sale of the shares of Common Stock Shares issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any a notice under this Section 42.3(a), the Company shall immediately promptly notify all holders of Restricted Stock the Investors from whom notice has not been received and received. The Company shall use all reasonable best efforts to register under the Securities ActAct or Canadian Securities Laws (as applicable), for public sale in accordance with the method of disposition specified in such any notice from requesting holders, the number of shares of Restricted Stock Shares specified in such notice (and in all notices received by the Company from other holders Investors within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may holders of a majority of the Restricted Shares to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated Company’s obligation to register Restricted Stock register, pursuant to this Section 4 2.3, Restricted Shares on two occasions only, provided, however, that such obligation a Registration Statement shall be deemed satisfied only when a registration statement Registration Statement covering at least the lesser of (i) 50% of the total shares of all Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The In any Registration Statement requested pursuant to this Section 2.3, the Company shall be entitled to include in any registration statement referred to in this Section 4include, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock Shares to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if . If such method of disposition shall be an underwritten public offering), offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock Shares to be sold, then the Company shall reduce the number of Common Shares to be sold by the Company for its own account to that number which, in the opinion of the managing underwriter, would not adversely affect the marketing of the Restricted Shares requested to be sold. Except for as provided in Section 2.3(b), the Company shall not file with the Commission any other Registration Statement with respect to its Common Shares, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2.3 until the completion of the period of distribution contemplated thereby. (d) Investors are entitled to a maximum of two (2) registrations pursuant to this Section 2.3.

Required Registration. (a) At Subject to the provisions of paragraph (e) below, at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the Restricted Stock outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 4, 5 or Section 56 hereof, the holders of Preferred Shares and the Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, exercise and the sale of the shares of Common Stock issued upon conversion thereofsuch exercise. Notwithstanding anything to For the contrary contained herein, no request may be made under this Section 4 within 180 days after purposes of calculating the effective date number of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the outstanding shares of Restricted Stock for purposes of this Section 4(a) and Section 13(d) hereof, holders of Senior Preferred Shares and the Warrants shall be treated as to which registration shall have been requestedthe holders of the number of Conversion Shares then issuable upon conversion of the Senior Preferred Shares and exercise of the Warrants. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and all other holders of Covered Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such requesting holders, the number of shares of Restricted Stock specified in such notice (and the number of shares of Covered Stock specified in all any notices received by the Company from other such holders of Covered Stock within 30 days after the giving their receipt of such notice by from the Company). If such ; provided, however, that if the proposed method of disposition specified by the requesting holders of Restricted Stock shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.the

Required Registration. (a) At any time after If the date which is six (6) months from the date Company shall be requested by --------------------- holders of this Agreement, any two (2) at least a majority of the three (3) outstanding Shares to effect the Registration of Registrable Securities, then the Company shall promptly give written notice of such proposed Registration to all holders of Restricted Stock acting together as a group may request on two (2) separate occasions Shares, and thereupon the Company shall promptly use its best efforts to register under effect the Securities Act all or any portion Registration of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Registrable Securities that the shares of Restricted Stock for which registration Company has been requested shall constitute at least to Register for disposition as described in the lesser request of (i) 50% such holders of Shares and in any response received from any of the total shares holders of Restricted Stock originally issued to Shares within ten (10) days or such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" longer period as shall be deemed to include set forth in the number notice, after the giving of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held the written notice by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Company; provided, however, that the only securities which Company ----------------- shall not be obligated to effect any Registration except in accordance with the following provisions: (a) The Company shall not be required obligated to register file and cause to become effective more than one (1) registration statement in which Registrable Securities are Registered pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by to this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested2.2. (b) Following receipt of any notice under this Section 4, Notwithstanding the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offeringforegoing, the Company may designate the managing underwriter of include in each such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock Registration requested pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that 2.2 any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, or any issued and outstanding shares of Common Stock for sale by others, provided, however, that, if the number of shares of Common Stock so included -------- ------- pursuant to this clause (b) exceeds the number of Registrable Securities requested by the holders of Shares requesting such Registration, then such Registration shall be deemed to be sold a Registration in accordance with and pursuant to Section 2.3; and provided further, however, that the inclusion of -------- ---------------- such previously authorized but unissued shares of Common Stock by the Company or issued and outstanding shares of Common Stock by others except in such Registration shall not prevent the holders of Shares requesting such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be required to file a registration statement pursuant to this Section 2: (i) within six (6) months after any other registration by the Company (other than under "Excluded Forms," as and to defined in Section 2.3(a) below) or (ii) for six (6) months after the extent thatrequest for registration under this Section 2.2 if the Company is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, in or such shorter period ending on the opinion of the managing underwriter (if date, whichever first occurs, that such method of disposition shall be an underwritten public offering)transaction is publicly disclosed, such inclusion would adversely affect the marketing of the Restricted Stock to be soldabandoned or consummated.

Required Registration. a. At the earlier of (ai) At any time after the date which is six (6) months from the date of this Agreement, any two (2) first anniversary of the three Closing Date (3as such term is defined in the Purchase Agreement), or (ii) at the time at which a demand to register other restricted stock of the Company (other than employee stock options on Form S-8) is made by the holders thereof, then one or more holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 2 and each of Sections 53, 12(a10(a) and 12(d10(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of such Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto to the terms of this Agreement shall be shares of the Company’s Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained hereinin this Agreement, no request may the Company shall not be made obligated to effect, nor to take any action to effect, any such registration requested pursuant to this Section 2 during the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effectiveness of, any registration of the Company’s securities other than a requested registration under this Section 4 within 180 days after 2 (including, without limitation, any Company-initiated registration under the effective date of a Securities Act on Form ▇-▇, ▇-▇ or S-3, or on any other current or successor Form under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such other (non-Section 2) registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedbecome effective. (b) b. Following receipt of any notice properly given by one or more requesting holders of Restricted Stock under this Section 42, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting holdersholder(s), the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may will designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two occasions one occasion only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received (and not subsequently rescinded) as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder(s), shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that all such shares shall have been sold pursuant thereto. c. The Company and any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the other holders of a majority of the shares of Restricted Common Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right Company shall permit to cause the Company to effect pursuant to this Section 4. (c) The Company participate shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting holdersholder(s), shares of Common Stock to be sold by the Company or such other holders for its their own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the fifth anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time beginning 180 days after the date which is six (6) months from Company=s initial underwritten public offering or, if earlier, on June 30, 2000, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% a majority of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockissued. For purposes of this Section 4 and Sections 5, 12(a6, 14(b) and 12(d14(e), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon full conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Shares and/or Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and and/or Warrants shall be entitled to sell such Preferred Shares and and/or Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, offering the Company may will designate the managing underwriter of such offering, subject which managing underwriter shall be reasonably acceptable to the approval of the holders of a majority of the shares of holders selling Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, howeverall such shares shall have been sold pursuant thereto, that subject to any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4applicable underwriters= cutbacks. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby; provided, however, that if at the time any written request for registration is received by the Company pursuant to this Section 4, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 5 or 6 hereof rather than this Section 4, and the rights of the holders of Restricted Stock covered by such written request shall be governed by Section 5 or 6 hereof; provided, further, however, that if the Company does not file its registration statement within 90 days after such written request, the Company shall immediately thereafter file a registration statement pursuant to the written request in accordance with the provisions of this Section 4.

Required Registration. (a) At any time after the date which is six time, either of WCAS VII (6) months from the date of this Agreement, any two (2) on behalf of the three (3WCAS Stockholders) holders of Restricted Stock acting together as a group or KKR Fund may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Subject to Section 2(a)(v) of the Stockholders' Agreement among the Company, KKR Fund and the WCAS Stockholders (listed on Schedule I hereto), promptly following receipt of any notice under this Section 4paragraph 3(a) above, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice from the Company); provided, however, that if a proposed registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the proposed registration exceeds that number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company, then the Company will include in the proposed registration (i) first, 100% of the shares of Common Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock that holders of Restricted Stock have requested to be included in the proposed registration, such amount to be allocated pro rata among all requesting holders on the basis of the relative number of shares of Common Stock then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request will be reallocated among the remaining requesting holders in like manner). If such method of disposition shall be an underwritten public offering, the Company selling holders of at least two-thirds of the Restricted Stock included in the offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 paragraph 3(b) on two six occasions only(with respect to requests by KKR Fund) and five occasions (with respect to requests by WCAS VII) only and each demand shall request registration of at least 15% of the amount of Restricted Stock held by the requesting party and its affiliates as of the date hereof. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this paragraph 3(b) shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 43, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 3 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from 180 days following the date consummation of this a Qualified Public Offering (as defined in the Stock Purchase Agreement) and (ii) June 15, any two (2) 2001, the Investor Stockholders holding Restricted Stock constituting at least 66 2/3% of the three (3) holders total shares of Restricted Stock acting together as a group held by Investor Stockholders then outstanding, ITI or Casty may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the lesser of (i) 50% of the total shares of Restricted Stock originally issued to "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable registration prior to a holder Qualified Public Offering without the consent of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made required to file any registration statement under this Section 4 4, within 180 days such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement filed on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the Company covering a firm commitment managing underwriter of an underwritten public offering in which the holders of Restricted Stock offering, provided that such time period shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot exceed 180 days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter underwriter(s) of such offering, subject to the approval of by the holders of a majority of the shares of Restricted Stock proposed to be sold in such offering, which including the approval shall of holders of at least 66 2/3% of the shares of Restricted Stock proposed to be sold by Investor Stockholders, to be sold in such offering (such approval not to be unreasonably withheld, conditioned withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock proposed to be sold by the parties participating in the demand registration of Restricted Stock under this Section 4, pro rata based upon the number of shares of Restricted Stock proposed to be sold by such holders; and (ii) second securities held by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of the Investor Stockholders, ITI and Casty on two three occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in demand notices received as aforesaiddelivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares designated in the notice shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4, 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six (6) months 90 days from the date of this Agreement, any two (2) the issuance and sale of the three Series B Preferred Stock (3i) holders Doubletree, (ii) Investors holding at least 50% of Restricted Stock acting together as a group the shares of the Series A Preferred Eligible Securities or (iii) Investors holding at least 50% of the shares of Series B Preferred Eligible Securities may request on two (2) separate occasions deliver to the Company a written request that the Company file and use its best efforts to register cause to become effective a registration statement under the Securities Act all or any portion with respect to such number of the shares of Restricted Stock held Eligible Securities owned by such requesting holders for sale in Doubletree or the manner Investors as shall be specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of request (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(da "Registration Request"), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which Company shall not be obligated to effect any such registration pursuant to subsections (ii) or (iii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv), 2(b)(v) and 2(b)(vi) hereof, the Company shall not be required to register file and use its best efforts to cause to become effective, pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made a Registration Request under this Section 4 within 180 days after 2, (a) more than two registration statements at the effective date demand of Doubletree, (b) more than two registration statements at the demand of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two registration statements at the demand of Investors holding shares of Series B Preferred Eligible Securities. The party or parties delivering a registration statement filed Registration Request is hereinafter referred to as the "Requesting Holder." The second Registration Request made by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the Investors holding shares of Restricted Stock Series A Preferred Eligible Securities may be identified by such Requesting Holders as to which registration shall have been requesteda "Series A Priority Demand." The second Registration Request made by Investors holding shares of Series B Preferred Eligible Securities may be identified by such Requesting Holders as a "Series B Priority Demand". (b) Following As soon as practicable following the receipt of any notice under this Section 4a Registration Request, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall will use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersRegistration Request, the number of shares of Restricted Stock Eligible Securities specified in such notice Registration Request (and the number of Eligible Securities specified in all notices received by the Company from other holders Holders within 30 20 days after the giving their receipt of such notice by the Companydelivered pursuant to Section 4 hereof). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall will also be obligated entitled to register Restricted Stock include in any registration statement filed pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaidRegistration Request, for sale in accordance with the method of disposition specified by in such Registration Request, such number of shares of Common Stock as the requesting holdersCompany shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, shall have become effective; providedthe managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of or the holders of a majority of the shares Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. paragraph (c) The Company shall be entitled to include in any registration statement referred to in this Section 4b), for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter or underwriters (if such the method of disposition shall be an underwritten public offering), such inclusion would adversely affect marketing considerations require the marketing reduction of the Restricted number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be soldregistered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of ▇▇▇▇▇▇, the Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; (iii) The number of shares of Eligible Securities to be registered on behalf of Doubletree and the Investors shall be reduced pro rata according to the number of shares of Eligible Securities held by each; provided, however, that in connection with a Series A Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; and provided, further, that in connection with a Series B Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; (iv) Notwithstanding the foregoing, if in connection with any Registration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall have been reduced, the number of Registration Requests granted to Doubletree pursuant to clause 2(a) above shall be increased by one; (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series A Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series A Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; (vi) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series B Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series B Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; and (vii) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(b) of the Series A Certificate of Designation or Section (vi)(b) of the Series B Certificate of Designation constitute a Registration Request allowable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated to file a registration statement at the demand of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities of the Company convertible into or exercisable or exchangeable for Common Stock. (d) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Series A Preferred Eligible Securities or shares of Series B Preferred Eligible Securities, as the case may be, shall not effect or diminish any other rights of such Holder hereunder with respect to any other securities of the Company held by such Holder.

Required Registration. (ai) At any time after the date earliest of (A) six months after a registration statement covering a public offering of shares of Common Stock, in which is six the aggregate price paid for such shares shall be at least $30,000,000 and the price paid by the public for such shares shall be at least $3.57 per shares (6“Qualified Offering”), shall have become effective and (B) months from , 2009, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares reasonably anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or public offering would exceed $10,000,000. (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently thereto other than shares withdrawn at the request of by the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereof. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time on or after the date which is six (6) months from the date of this Agreement, any two (2) 180 day anniversary of the three (3) consummation of the IPO, the holders of at least 50% of the Restricted Stock acting together as a group outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall not be required obligated to register pursuant hereto shall effect any such registration unless the proceeds to be shares of Common Stock, and provided, further, however, that, realized in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell connection with such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot reasonably be expected to be less than $1,000,000. (b) Following Promptly following receipt of any notice under this Section 42, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale Public Sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 thirty (30) days after the giving their receipt of such notice by from the Company); provided, however, that the number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting holders of Restricted Stock if and to the extent that the managing underwriter, if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, shall be of the opinion that such inclusion would materially adversely affect the marketing of the Restricted Stock. If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in such covered by the offering, which approval shall not be unreasonably withheld. Subject to paragraph (c) below, conditioned or delayedthe Company shall be obligated to use its reasonable best efforts to cause the registration statement filed pursuant to this Section 2 to become effective not later than 90 (ninety) days after receipt of notice pursuant to Section 2. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two (2) occasions only, provided, however, ; provided that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effectiveeffective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; provided, further, however, that any a registration proceeding begun statement shall not constitute a registration request pursuant to this Section 4 which 2 if (x) after such registration statement has become effective, such registration or the related offer, sale or distribution of Restricted Stock thereunder is subsequently withdrawn at interfered with by any stop order, injunction or other order or requirement of the request of Commission or other governmental agency or court for any reason not attributable to the holders of a majority of the shares of such Restricted Stock requested to be registered shall count toward and such two interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration statements which the holders statement are not satisfied or waived, other than by reason of the shares a failure by any holder of such Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Stock. (c) Notwithstanding anything to the contrary in this Agreement, the Company may delay for up to ninety (90) days the filing or effectiveness of a registration statement pursuant to a request under this Section 2 if the Board of Directors of the Company shall determine that such a registration would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request (provided that, if not so withdrawn, the Company will not have breached its obligations under this Section 2 during such delay period), in which case the requesting holders will not be deemed to have made a request for registration under this Section 2. (d) The Company shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock (if any) to be sold.

Required Registration. (a) At any time after the date which is six earlier of (6i) three months from after any registration statement covering the date initial public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, and (3ii) holders May 15, 2001, Senior Rights Holders holding at least 60% of the total shares of Restricted Stock acting together then held by Senior Rights Holders (in their capacity as a group such) may request on two (2) separate occasions the Company to register for sale under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that if the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants reasonably anticipated aggregate price to the underwriters for conversion or exercise, respectively, and public of such sale of the shares of Common Stock issued upon conversion thereofwould exceed $5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within 20 days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from requesting holdersSenior Rights Holders described in paragraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 20 days after the giving receipt of such notice by the Companysuch holders). If such method of disposition shall be an underwritten public offering, the Company Senior Rights Holders holding sixty percent (60%) of the shares of Restricted Stock requested to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders Company, (i) if the method of disposition is not a majority of the shares of Restricted Stock to be sold in such offeringfirm commitment underwriting, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in the original notices received as aforesaidpursuant to subsection (a) above, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective or (ii) if such method of disposition is a firm commitment underwritten public offering, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn when at the request of the holders of a majority least 75% of the shares of Restricted Stock originally requested to be registered included by the Senior Rights Holders shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect been sold pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby or 120 days after the effective date of such registration, whichever is later. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, after any shares to be sold by the Company and held by Junior Rights Holders have been excluded, shares to be sold by the Senior Rights Holders (in their capacity as such) shall be excluded in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock. (e) If the Company shall furnish to the holders of Restricted Stock a certificate that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement pursuant to this Section 4 shall be deferred for a period not to exceed 90 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12 month period.

Required Registration. (a) At If, at any time after following the nine-month anniversary of the date which is six (6) months from hereof and prior to the second anniversary of the date of this Agreementhereof, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company shall be requested in writing (an “Initiating Request”) by the Requisite Bond Stockholders to register effect the registration under the Securities Act of an underwritten offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 2.1(c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all or the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any portion of the shares of Restricted Stock held by such requesting holders Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 2.1(a) and with the manner method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such notice, provided offering. The Stockholders shall have thirty (30) days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the shares Company include in such registration the number of Restricted Stock Registrable Shares of all Stockholders so specified in the Inclusion Request. (b) Anything contained in Section 2.1(a) to the contrary notwithstanding, the Company may delay the filing or effectiveness of any Registration Statement for which registration has been requested shall constitute a period of up to 120 days after the date that the Requisite Bond Stockholders make an Initiating Request, if at least the lesser time of such Initiating Request: (i) 50% of the total any other registration statement (other than on Form S-4 or Form S-8) pursuant to which shares of Restricted Series AA Preferred Stock originally issued are to such holders, be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days; or (ii) the remaining shares Board determines in good faith that (A) it is in possession of Restricted Stock held by material, non-public information concerning pending or threatened litigation and disclosure of such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which information would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by jeopardize such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which litigation or otherwise materially harm the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of (B) a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice Material Transaction that has not been received and shall use all reasonable efforts publicly disclosed is reasonably likely to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4occur. (c) The Company may not include any Securities other than Registrable Shares and Primary Shares in any Demand Registration without the consent of the Requisite Stockholders; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and Primary Shares proposed to be included in such registration would materially adversely affect the offering and sale (including pricing) of all such Securities, then the number of Registrable Shares and Primary Shares proposed to be included in such registration shall be entitled included in the following order: (i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; and (ii) second, the Primary Shares. (d) Notwithstanding anything contained herein to include the contrary, the Company shall not be required to effect more than one (1) registration of an offering of Registrable Shares on Form S-1 pursuant to Section 2(a). (e) The Requisite Stockholders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing. (f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the Registration Statement, withdraw its request to have its Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; or (ii) any Registration Statement filed pursuant to this Section 2 is not declared effective for any reason, then in each such case such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2. (g) The Requisite Bond Stockholders shall have the right to terminate or withdraw any registration statement referred initiated pursuant to in this Section 42 by written notice to the Company delivered prior to the effectiveness of such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2 if the Bond Stockholders within 30 days after the delivery of such written notice fully reimburse the Company for all costs, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold fees and expenses incurred by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, (including legal fees) in the opinion of the managing underwriter (if connection with such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldwithdrawn registration.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective and (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, the holders of Restricted Stock acting together as a group constituting at least 20% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a), 13(d) and 12(d13(g), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from five (5) years after the date of this Agreementhereof, any two or (2ii) of 180 days after an IPO, the three (3) holders of Restricted Stock acting together as a group constituting at least 40% in interest of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration offering has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockan anticipated aggregate offering price that exceeds $15,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 15(a) and 12(d15(f), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Shares; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a any registration statement on Form S-1 filed by the Company covering a firm commitment underwritten public offering in which the Company; provided that holders of Restricted Stock shall have been entitled provided the opportunity to join register their respective shares of Restricted Stock held by them pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedthis Agreement. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two (2) occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to this Section 4 which the underwriters’ over-allotment option) or it is subsequently closed or withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested (other than as a result of a material adverse change to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Company). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the good faith opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the good faith opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by other stockholders and the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from after the date Company’s initial registration statement covering a public offering of this Agreement, any two (2) securities of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act shall have become effective and (ii) six months after the Company shall have initially become a reporting company under Section 12 of the Exchange Act, a Holder with a demand registration right (as set forth in Section 4(c)) may, by written notice to the Company (a “Demand Request”), request the Company to prepare and file a registration statement registering all or any a portion of the shares of Restricted Stock held Registrable Shares owned by such requesting holders Holder under the Securities Act on an appropriate form under the Securities Act (a “Demand Registration Statement”), in each case, for sale in the manner specified in type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415, if the Company is then permitted to rely upon such noticeRule), provided that the shares of Restricted Stock Registrable Shares for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock Registrable Shares held by such holders, but in any event not Holder issued and outstanding as of the date hereof if such Holder shall request the registration of less than 1,500,000 shares all Registrable Shares owned by such Holder (or any lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a) 6, 15 and 12(d)18, the term "Restricted Stock" solely for purposes of determining a percentage of Registrable Shares then outstanding, as of any date of determination, there shall be deemed to include outstanding the number of shares of Restricted Stock Warrant Shares and all Common Shares into which would be issuable to a holder of any Preferred Shares upon conversion of all shares of Preferred Stock held or other securities owned by such holder at such time and a Holder are then exercisable or then convertible, as the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, case may be; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Holders shall be entitled to (i) in the case of Preferred Shares, to sell such Preferred Shares and Warrants shares to the underwriters for conversion or exercise, respectively, and sale of the into shares of Common Stock issued which are then sold in the offering or (ii) in the case of Preferred Shares and the Warrant, make the conversion or exercise thereof, as the case may be, contingent upon conversion thereofthe Registration Statement for the offering being declared effective and the underwriting agreement being signed by the underwriters. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement Registration Statement filed by the Company solely for the account of the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock Holders shall have been entitled to join pursuant to Section 5 or Section 6 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock all Registrable Shares as to which registration shall have been requested. (b) Following receipt of any notice Demand Request under this Section 4, the Company shall immediately notify (each such notice, a “Demanded Registration Notice”) all holders Holders of Restricted Stock Registrable Shares (if any) from whom notice has the applicable Demand Request was not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersDemanded Registration Notice, the number of shares of Restricted Stock Registrable Shares specified in such notice Demanded Registration Notice (and in all notices received by the Company from other holders Holders within 30 days after the giving date of such notice by the CompanyDemanded Registration Notice). If such method of disposition shall be an underwritten public offering, Holders of a majority of the Company Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. . (c) The Company shall be obligated to register Restricted Stock Registrable Shares pursuant to this Section 4 on only two occasions onlywhere the Demand Request is initiated by Summit, two occasions where the Demand Request is initiated by SeaChange and two occasions where the Demand Request is initiated by LGIV, provided, however, that such obligation shall be deemed satisfied only when a registration statement Registration Statement covering at least all Registrable Shares specified in a Demand Request (and all notices in response to a Demanded Registration Notice) received by the lesser Company shall have become effective and, (A) if such method of (i) 50% of the total disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock originally issued shall have been sold pursuant thereto or (iiB) 75% if such method of disposition is not a firm commitment underwritten public offering, such Registration Statement has remained effective for a period of not less than 120 days (such 120-day period to be tolled during any period in which the prospectus included in a Registration Statement may not be used under the circumstances described in Section 7(a)(vi) or Section 17(c)) or, if shorter, until such time as all shares of Restricted Stock specified in notices received as aforesaid, covered thereby have been sold pursuant thereto. (d) The Company shall be entitled to include for sale in any Demand Registration Statement, whether for its own account or for the account of Other Stockholders, in accordance with the method of disposition specified by in the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holdersapplicable Demand Request, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if Stock. If such method of disposition shall be an underwritten public offeringoffering and the managing underwriter(s) advises the Company in writing that the number of Registrable Shares and Other Shares proposed to be registered exceeds the Maximum Number of Shares, then the following “cutback” rules shall apply: there will be included in such registration (x) first, (I) if the applicable Demand Request was made by Summit or LGIV in accordance with the provisions hereof, the shares requested to be included by the Holders, which shares shall be allocated, if the aggregate number of such shares exceeds the Maximum Number of Shares, pro rata among all Holders on the basis of the number of shares each Holder had originally requested to include in such registration, (II) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit exceeds the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, which shares shall be allocated pro rata among SeaChange and Summit on the basis of the number of shares each such Holder had originally requested to include in such registration, and (III) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit does not exceed the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, and then the shares requested to be included by LGIV to the extent that such shares of LGIV may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, (y) second, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for its own account, the number of which shares may not exceed the difference between the Maximum Number of Shares and those shares proposed to be included pursuant to clause (x); and (z) third, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for the account of any Other Stockholder pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in such registration. If a Demand Registration Statement involves an underwritten offering of Registrable Shares, then the Company and/or any Other Stockholders whose shares are included in such Demand Registration Statement shall sell their shares in the underwritten offering on the same terms and conditions as those applicable to the Registrable Shares. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of Other Stockholders, from the date of receipt of a Demand Request until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained herein, at any time prior to the effective time of a Demand Registration Statement, the Holder that submitted the Demand Request in respect of such registration statement may request withdrawal of, and the Company shall withdraw, such Demand Registration Statement. Any withdrawn Demand Registration Statement shall count towards one of the demand registrations of such Holder referred to in the first sentence of Section 4(c), unless the Holder(s) reimburse the Company for its reasonable out-of-pocket expenses incurred in connection with the preparation and filing of such inclusion would adversely affect withdrawn Demand Registration Statement (insofar as such expenses relate to the marketing registration of the Restricted Stock Registrable Shares). (f) The right of any Holder to be soldinitiate a Demand Request shall automatically terminate if such Holder no longer owns any Registrable Shares.

Required Registration. (a) At any time after the date which is six (6) months from fourth anniversary of the date hereof, the holders of this Agreement, any two (2) a majority of the three (3) holders of outstanding Restricted Stock acting together as a group then held by the WCAS Purchasers or the Blackstone Purchasers may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that neither the only securities which WCAS Purchasers nor the Company shall be required Blackstone Purchasers may request registration pursuant to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedmore than once every six months. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the original requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such ; provided, however, that if the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the Company may designate the managing underwriter number of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold included in such an offering may be reduced (pro rata among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the original requesting holders may choose the managing underwriter (which approval shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaidaforesaid (subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldsold (and in such event, such shares to be sold by the Company for its own account shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 4(b)). Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration con templated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date holders of this Agreement, any two (2) Special Restricted Stock constituting at least a majority of the three total Special Restricted Stock outstanding at such time (3) treating for the purpose of such computation the holders of Restricted Series V and Series VI Preferred Stock acting together as a group the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock and the holders of 1993 Warrants as holders of the Warrant Shares then issuable upon exercise of the 1993 Warrants), may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Special Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; PROVIDED, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 45, the Company shall immediately notify all any holders of Special Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Special Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company); PROVIDED, HOWEVER, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Special Restricted Stock to be included in such an offering may be reduced, PRO RATA among the requesting holders of Special Restricted Stock, based on the number of shares of Special Restricted Stock requested to be registered, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Special Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Special Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Special Restricted Stock pursuant to this Section 4 5 on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 5 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (ii) 75% of the shares of Special Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Special Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until such time as the managing underwriter shall reasonably request. In the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to this Section 5, each holder of Restricted Stock who shall not be selling its Restricted Stock to the underwriters in connection with such offering shall refrain from selling such Restricted Stock so registered for such time as the managing underwriter shall reasonably request; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration statement.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 20% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such noticenotice if either (A) the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000, provided that or (B) the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5030% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockthen outstanding. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, that in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersin notices received as aforesaid (including a firm commitment underwritten public offering), shall have become effective; provided, further, however, that any registration proceeding begun been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward registration statement covering such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4shares. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date The holders of this Agreement, any two (2) Series A and B Restricted Stock constituting at least a majority of the three total shares of Series A and B Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Series A and B Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Series A and B Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Series A and B Restricted Stock originally issued (3or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). (b) The holders of Series C Restricted Stock acting together as constituting at least a group majority of the total shares of Series C Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of . (ic) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (bd) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock (including the Founders) and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from requesting holdersholders described in paragraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions onlyonly in respect of requests by the holders of Series A and B Preferred Stock, and on two occasions only in respect of requests by the holders of Series C Preferred Stock, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn thereto. (e) The Company (or at the request option of the Company, the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (cCommon Stock) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.. Except for registration statements on Form S-4, ▇-▇ ▇▇ any

Required Registration. (a) At any time after their respective Effectiveness Date, if (1) Investors holding at least a majority of the date which is six Other Registrable Shares held by Investors shall request that the Corporation effect the registration of Registrable Shares under the Securities Act (6) months from the date of this Agreementan “Investor Demand”), any two (2) Stockholders holding a majority of the three Other Registrable Shares then outstanding shall request that the Corporation effect the registration of Registrable Shares under the Securities Act (a “Stockholder Demand”), or (3) holders of Restricted Stock acting together as a group may majority of the Series F Registrable Shares shall request on two (2) separate occasions that the Company to register Corporation effect the registration of Series F Registrable Shares under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(da “Series F Demand”), the term "Restricted Stock" Corporation shall be deemed promptly use its best efforts to include effect the number registration under the Securities Act of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such timeRegistrable Shares. If, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 thirty (30) days after the effective date Series F Redemption Date (as defined in the Charter), the Series F Redemption Closing (as defined in the Charter) has not occurred, then, in lieu of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt exercise of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts other rights available to register it under the Securities ActCorporation’s Charter, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares Series F Registrable Shares may request that the Corporation effect the registration of Restricted Stock any non-redeemed Series F Registrable Shares under the Exchange Act (a “Series F Exchange Act Demand” and, together with a Series F Demand, an Investor Demand and a Stockholder Demand, a “Demand”), the Corporation shall promptly use its best efforts to be sold effect the registration under the Exchange Act of such Series F Registrable Shares. (b) Notwithstanding anything contained in such offeringthis Section 2 to the contrary, which approval the Corporation shall not be unreasonably withheld, conditioned or delayed. obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company Corporation shall not be obligated to register Restricted Stock file and cause to become effective more than one (1) Investor Demand on Form S-1 promulgated under the Securities Act (or any successor form thereto). (ii) The Corporation shall not be obligated to file and cause to become effective more than one (1) Stockholder Demand on Form S-1 promulgated under the Securities Act (or any successor form thereto). (iii) The Corporation shall not be obligated to file and cause to become effective more than two (2) Series F Demands on Form S-1 promulgated under the Securities Act (or any successor form thereto), provided that the Corporation shall not be obligated to file and cause to become effective more than one (1) Series F Demand on Form S-1 in any six (6) month period. (iv) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Board in good faith determines that such registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Corporation to acquire financing, engage in any acquisition of assets (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization or similar transaction; provided that the Corporation may delay a registration pursuant to a Demand hereunder only once in any 12-month period. (v) With respect to any registration pursuant to this Section 4 on two occasions only2, the Corporation shall give notice of such registration to the Stockholders who do not request registration hereunder (“Non-Requesting Stockholders”) within five Business Days of the receipt of the Demand and, upon the request delivered to the Corporation within five Business Days after delivery of any such notice by the Corporation and subject to the provisions of Section 5 hereunder, such Non-Requesting Stockholders may include in such registration any Registrable Shares then held by such Non-Requesting Stockholders, and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation in writing that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such obligation registration would have a significant adverse impact on the price, timing or distribution of the Registrable Shares proposed to be included in such registration, then the Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be deemed satisfied included in the following order: (A) first, if the applicable Demand is a Series F Demand, the Series F Registrable Shares proposed to be sold by the Series F Holders shall be included; (B) second, only when if all of the Series F Registrable Shares referred to in clause (A) have been included, any Registrable Shares (if necessary, pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (C) third, only if all of the Registrable Shares referred to in clauses (A) and (B) have been included, the Primary Shares; and (D) fourth, only if all Registrable Shares and Primary Shares referred to in clauses (A), (B) and (C) have been included, the Other Shares. (vi) If the holders of the Registrable Shares requesting to be included in a registration statement covering at least pursuant to Section 2(a) so elect, the lesser offering of (i) 50% such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. With respect to an underwritten offering pursuant to a Series F Demand, the Series F Holders shall select one or more nationally recognized firms of investment bankers to act as the lead managing underwriter or underwriters in connection with such offering. With respect to underwritten offerings pursuant to a Demand that is not a Series F Demand, subject to compliance with the terms and conditions of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaidStockholders’ Agreement, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares Registrable Shares requesting such registration shall select one or more nationally recognized firms of Restricted Stock requested investment bankers reasonably acceptable to be registered shall count toward the Corporation (and reasonably acceptable to a majority of the Series F Holders and the Investors) to act as the lead managing underwriter or underwriters in connection with such two offering. (vii) At any time before the registration statements which statement covering such Registrable Shares becomes effective, (1) the holders of a majority of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified Registrable Shares held by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent thatInvestors, in the opinion case of an Investor Demand, (2) the holders of a majority of the managing underwriter Registrable Shares, in the case of a Stockholder Demand, or (if such method 3) the holders of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing a majority of the Restricted Stock Series F Registrable Shares, in the case of a Series F Demand, may request the Corporation to withdraw or not to file the registration statement. In that event, the applicable holders shall not be solddeemed to have used a Demand under Section 2(a).

Required Registration. (a) At any time after that the date which Company is six (6) months from not entitled to use Form S-3, the date of this Agreement, any two (2) of the three (3) holder or holders of Restricted Stock acting together as a group Securities constituting at least 25% of the Restricted Securities outstanding at such time (the "Original Requesting Holders") may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Securities held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that (i) such portion of the Restricted Securities held by such requesting holder or holders for which registration is requested shall not be less than the greater of (x) 25% of all the then outstanding Restricted Securities and (y) an amount which exceeds amounts which can be sold in accordance with the volume limitation provisions of Rule 144 (e) under the Securities Act applicable to such requesting holder or holders and (ii) the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, Stock and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedNotes. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all give written notice to any holders of Restricted Stock Securities from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the Original Requesting Holders (and in any notices received from other such holders of Restricted Securities within 20 days after their receipt of such notice from the Company) provided, however, that if the proposed method of disposition specified by the requesting holdersholders shall be an underwritten public offering, the number of shares or principal amount, as the case may be, of Restricted Stock specified Securities to be included in such notice an offering may be reduced, first, pro rata among any holders of Restricted Securities requesting registration other than the Original Requesting Holders based upon the number of shares of Common Stock or principal amount of Notes requested to be registered by such holders, if and to the extent that the managing underwriter shall be of the opinion that the inclusion of Restricted Securities held by such other holders would adversely affect the marketing of the Restricted Securities to be sold by the Original Requesting Holders (it being understood that such number of shares or such principal amount of Restricted Securities shall not be reduced if any shares of Common Stock or any Notes are to be included in such underwriting for the account of any person other than the Original Requesting Holders) and second, if the managing underwriter deems such reduction to be insufficient, pro rata among the Original Requesting Holders based upon the number of shares or principal amount of Restricted Securities so requested to be registered by them (it being understood that such number of shares or principal amount of Restricted Securities shall not be reduced if any shares of Common Stock or Notes are to be included in all notices received such underwriting for the account of any person other than the holders of Restricted Securities); and provided, further, however that if (i) in the good faith judgment of a majority of the members of the Board of Directors of the Company, such registration would be materially detrimental to the business of the Company or would materially interfere with preexisting contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries that are pending or are under active consideration by the Company from other at the time any notice under this Section is given, and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such requesting holders within 30 a certificate, dated no more than ten days after such notice of required registration is given, signed by the giving President of the Company to the effect set forth in the preceding clause (i), then the Company shall have the right, to defer such filing, but only so long as is necessary in order to preclude adverse impact upon the business of the Company or such preexisting contractual obligations, such financing or other pending transaction, and in any event for a period of not more than one hundred eighty (180) days after such notice of required registration is given. Except for Permitted Registrations, the Company will not effect any other registration of its Common Stock or Notes, whether for its own account or that of other holders, from the date of furnishing such certificate until the end of such notice by the Company)deferral period. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Restricted Securities (such majority to be determined on the basis of the number of shares of Restricted Common Stock to be sold and the principal amount of Notes included in such the offering, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares and all principal amounts of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares and all such principal amounts shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company and other holders of Common Stock and Notes of the Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock and principal amounts of Notes to be sold by the Company or such other holders for its their own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock Securities to be sold. Except as provided in this paragraph (c), and except for Permitted Registrations, the Company will not effect any other registration of its Common Stock and Notes, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until one hundred and twenty (120) days after the effective date of the registration contemplated thereby. (d) Notwithstanding anything to the contrary contained herein, the Company shall be obligated to register Restricted Securities pursuant to this Section 4 at the request of the holders Restricted Securities, on three occasions only.

Required Registration. (a) At If on any time after date prior to the date which is six (6) months from ninth anniversary hereof, the date of this Agreement, any two (2) of Corporation shall be requested in writing by the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions Requisite Holders to effect the Company to register registration under the Securities Act all of Registrable Shares, the Corporation shall promptly notify in writing each Investor who or any portion which is not a signatory to such request and shall promptly thereafter use its best efforts to effect the registration under the Securities Act of the shares of Restricted Stock held Registrable Shares requested by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of Investors (i) 50% of the total shares of Restricted Stock originally issued pursuant to such holdersinitial request or in response to receiving a copy thereof) to be so registered; PROVIDED, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company Corporation shall not be required obligated to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in effect any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale Act except in accordance with the method of disposition specified in such notice from requesting holders, following provisions: (a) the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval Corporation shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock use its best efforts to file and cause to become effective (i) more than one registration statement initiated pursuant to this Section 4 on two occasions only2 pursuant to which the Registrable Shares included therein have been effectively sold thereunder; PROVIDED, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, howeverHOWEVER, that any registration proceeding begun pursuant to this Section 4 2 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested Registrable Shares held by the Investors to be registered shall count toward towards such two one registration statements statement which the holders of the shares of Restricted Stock Investors have the right to cause the Company Corporation to effect pursuant to this Section 4.2; PROVIDED FURTHER, HOWEVER, that such withdrawn registration shall not be so counted if such withdrawal is based upon material adverse information relating to the Corporation or its condition, business, or prospects which is different from that generally known to the Investors at the time of their request or (ii) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days; (b) the Corporation may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if (i) at the time of such request the Corporation is engaged, or has fixed plans to engage within 60 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares or (ii) the Corporation shall furnish to the Investors requesting such registration a certificate signed by the President of the Corporation stating that, in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (provided that the Corporation may not utilize the right set forth in this clause (ii) more than once in any twelve (12) month period); (c) The Company shall be entitled with respect to any registration pursuant to this Section 2, the Corporation may include in such registration any registration statement referred to in this Section 4Primary Shares or Other Shares; PROVIDED, for sale in accordance with the method of disposition specified by the requesting holdersHOWEVER, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (if including pricing) of the Registrable Shares proposed to be included in such method registration, then the number of disposition Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) FIRST, the Registrable Shares and 1994 Shares requested to be included in such registration PRO RATA, based upon the number of Restricted Shares (based upon Common Stock equivalents) owned at the time by each Investor and the number of 1994 Shares owned at the time by each holder of 1994 Shares; (ii) SECOND, the Primary Shares; and (iii) THIRD, the Other Shares. (d) if a registration required pursuant to this Section 2 involves an underwritten public offering), such inclusion would adversely affect the marketing of underwriter or underwriters thereof shall be selected by the Restricted Stock Corporation and shall be reasonably acceptable to be soldthe Requisite Holders.

Required Registration. (a) At any time after Provided the date which is six (6) months from holders of Series A Restricted Stock are not entitled to request a registration on Form S-3 pursuant to Section 6 hereof, the date holders of this Agreement, any two (2) Series A Restricted Stock constituting at least a majority in interest of the three (3) holders total shares of Series A Restricted Stock acting together as a group then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Series A Restricted Stock held by such requesting holder or holders for sale in the manner specified in such noticenotice (including, provided but not limited to an underwritten offering) ("Series A Demand"), PROVIDED that the shares aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockoffering would exceed $5,000,000. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the The only securities which the Company shall be required to register pursuant hereto shall be shares of Class B Common Stock; PROVIDED, and providedHOWEVER, further, however, that, that in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Series A Restricted Stock shall be entitled to sell such Preferred Shares and Warrants Series A Restricted Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Class B Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Series A Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6. (b) Provided the holders of Series B Restricted Stock are not entitled to request a registration on Form S-3 pursuant to Section 5 and in which there shall have been effectively registered 6 hereof, the holders of Series B Restricted Stock constituting at least fifty percent (50%) a majority in interest of the total shares of Series B Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Series B Restricted Stock as held by such requesting holder or holders for sale in the manner specified in such notice (including, but not limited to an underwritten offering) ("Series B Demand"), PROVIDED that the aggregate price to the public of such offering would exceed $5,000,000. The only securities which the Company shall be required to register pursuant hereto shall be shares of Class B Common Stock; PROVIDED, HOWEVER, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Series B Restricted Stock shall be entitled to sell such Series B Restricted Stock to the underwriters for conversion and sale of the shares of Class B Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Series B Restricted Stock shall have been requestedentitled to join pursuant to Sections 5 or 6. (bc) Provided the holders of Series C Restricted Stock are not entitled to request a registration on Form S-3 pursuant to Section 6 hereof, the holders of Series C Restricted Stock constituting at least a majority in interest of the total shares of Series C Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Series C Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice (including, but not limited to an underwritten offering) ("Series C Demand"), PROVIDED that the aggregate price to the public of such offering would exceed $5,000,000. The only securities which the Company shall be required to register pursuant hereto shall be shares of Class B Common Stock; PROVIDED, HOWEVER, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Series C Restricted Stock shall be entitled to sell such Series C Restricted Stock to the underwriters for conversion and sale of the shares of Class B Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Series C Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6. (d) Provided the holders of Series D Restricted Stock are not entitled to request a registration on Form S-3 pursuant to Section 6 hereof, the holders of Series D Restricted Stock constituting at least a majority in interest of the total shares of Series D Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Series D Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice (including, but not limited to an underwritten offering) ("Series D Demand"), PROVIDED that the aggregate price to the public of such offering would exceed $5,000,000. The only securities which the Company shall be required to register pursuant hereto shall be shares of Class B Common Stock; PROVIDED, HOWEVER, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Series D Restricted Stock shall be entitled to sell such Series D Restricted Stock to the underwriters for conversion and sale of the shares of Class B Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Series D Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6. (e) Provided the holders of Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock are not entitled to request a registration on Form S-3 pursuant to Section 6 hereof, the holders of Series A Restricted Stock, the holders of Series B Restricted Stock, the holders of Series C Restricted Stock and the holders of Series D Restricted Stock constituting at least a majority in interest of the total shares of Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock then outstanding (determined by reference to the number of Series A Conversion Shares, Series B Conversion Shares, Series C Conversion Shares and Series D Conversion Shares issuable upon conversion of such Restricted Stock) may request the Company to register under the Securities Act all or a portion of the shares of Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice (including, but not limited to an underwritten offering) (the "Preferred Demand"), PROVIDED that the aggregate price to the public of such offering would exceed $5,000,000. The only securities which the Company shall be required to register pursuant hereto shall be shares of Class B Common Stock; PROVIDED, HOWEVER, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock shall be entitled to sell such Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock to the underwriters for conversion and sale of the shares of Class B Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Series A Restricted Stock, Series B Restricted Stock, Series C Restricted Stock and Series D Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6. (f) Following receipt of any notice under paragraphs (a), (b), (c), (d) or (e) of this Section 4, the Company shall immediately notify all holders of Restricted Stock (including the Founders) from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraphs (a), (b), (c), (d) or (e) of Section 4 (as applicable), the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders of Restricted Stock within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock (excluding the Founders) to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. . (g) The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4(a) on two occasions one occasion only, providedpursuant to Section 4(b) on one occasion only, howeverpursuant to Section 4(c) on one occasion only, pursuant to Section 4(d) on one occasion only and pursuant to Section 4(e) on one occasion only; PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders of a majority of the Series A Investors initiating the Demand Registration (if the registration is being affected pursuant to Section 4(a)), at the request of a majority of the Series B Investors initiating the Demand Registration (if the registration is being effected pursuant to Section 4(b)), at the request of a majority of the Series C Investors initiating the Demand Registration (if the registration is being effected pursuant to Section 4(c)), at the request of a majority of the Series D Investors initiating the Demand Registration (if the registration is being effected pursuant to Section 4(d)), or at the request of a majority of the Series A Investors, Series B Investors, Series C Investors and Series D Investors initiating the Demand Registration (if the registration is being effected pursuant to Section 4(e)) (in each case, other than as a result of a material adverse change in the business or financial condition of the Company), and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. The Company shall not be required to effect more than one (1) registration pursuant to Section 4(a), Section 4(b), Section 4(c), Section 4(d) and Section 4(e) during any six month period. (h) The Company (and at the option of Restricted Stock requested to be registered shall count toward such two registration statements which the Company, the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (cClass B Common Shares) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Class B Common Stock to be sold by the Company for its own accountaccount and/or such other holders, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Class B Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (i) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section 4 would adversely affect the marketing of such shares, then the Company will include in such registration only the number of securities which, in the good faith opinion of such underwriters, can be sold, in the following order: (i) FIRST, the Restricted Stock requested to be included by the holders of Investor Restricted Stock (including shares requested to be included pursuant to subsection (f) hereof), allocated among them on a PRO RATA basis in accordance with the number of shares of Investor Restricted Stock each of them owns as of the date of the notice delivered pursuant to Section 4(a), Section 4(b), Section 4(c), Section 4(d) or Section 4(e) as the case may be; (ii) SECOND, the Restricted Stock requested to be included by all other holders of Restricted Stock pursuant to subsection (f) hereof PRO RATA based on the number of shares of Restricted Stock each of them owns as of the date of the notice delivered pursuant to Section 4(a), Section 4(b), Section 4(c), Section 4(d) or Section 4(e), as the case may be; and (iii) THIRD, that number of Shares which the Company desires to include pursuant to subsection (h) hereof. (j) In the event that any registration pursuant to this Section 4 shall be an underwritten public offering, the right to participate in such registration shall be conditioned upon participation in such underwriting. (k) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to register Investor Restricted Stock under the Securities Act on registration statements ("Registration Statements") may, upon the reasonable determination of the Board of Directors, be suspended in the event and during such period as unforeseen circumstances exist (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Investor Restricted Stock would have a material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require additional disclosure of material information by the Company in Registration Statements or such other filings, as to which the Company has a bona fide business purpose for preserving confidentiality or which renders the Company unable to comply with Commission requirements) (such unforeseen circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or inadvisable for the Company to file the Registration Statements or such other filings or to cause such to become effective. Such suspension shall continue only for so long as the Suspension Event is continuing but in no event for a period longer than ninety (90) days. In no event shall the aggregate number of days of all the Suspension Events in any twelve-month period exceed 150 days. The Company shall notify the Purchasers of the existence and nature of any Suspension Event.

Required Registration. (a) At any time after six months after the date which is six (6) months from Initial Public Offering, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting a group majority of the voting power of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions submit a written notice requesting the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 5 and Sections 56, 12(a7, 15(a) and 12(d15(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of into shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Common Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 5 or Section 5Sections 6 and 7, the holders of Preferred Shares and Warrants Stock shall be entitled entitled, to the extent agreed between such holders and any underwriter, to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 45, the Company shall immediately notify all holders of Restricted Stock from whom and such holders shall then be entitled within 30 days thereafter to submit a written notice has not been received and requesting the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holderssubsection (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the The Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock effect more than two (2) registrations pursuant to this Section 4 on two occasions only, 5(a); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50no less than 70% of the total shares number of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward included in such two registration statements which offering (other than as a result of a material adverse change in the holders business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment, underwritten public offering, all such shares of Restricted Stock shall have the right to cause the Company to effect been sold pursuant thereto (not including shares eligible for sale pursuant to this Section 4the underwriters’ over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 5 shares of Common Stock to be sold by the Company for its own account, account or any issued and outstanding shares of Common Stock to be sold by others any other party, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 5 until the 20th day following the effectiveness of the registration statement contemplated thereby, except to the extent such registration statement is withdrawn at the request of the holders who requested such registration. (d) All parties proposing to distribute their securities by means of an underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Board of Directors, including the vote or consent of a majority of the Investor Directors. If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section 5 would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company or any other party have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock. (e) Notwithstanding the foregoing provisions of this Section 5, in the event that the Company is requested to file any registration statement pursuant to this Section 5, (i) the Company will not be obligated to effect the filing of such registration statement during the 180 days following the effective date of any other registration statement on Form S-1 or Form S-3 pertaining to an underwritten public offering of securities for the account of the Company or any holder, (ii) the Company shall not be obligated to effect such registration 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 (iii) if the Company shall furnish to the holders requesting such registration statement a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, including the vote or consent of a majority of the Investor Directors (as evidenced by a written resolution of the Board of Directors), that the Company would be materially adversely affected if such registration statement were filed, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the relevant initiating holders; provided, however, that the Company may not utilize the right set forth in Section 5(e)(ii) more than once in any twelve month period. (f) Each registration requested pursuant to Section 5(a) shall be effected by the filing of a registration statement on Form S-1 (or if such form is not available, any other form which includes substantially the same information (other than information which is incorporated by reference) as would be required to be included in a registration statement on such form as currently constituted), unless the use of a different form is consented to by the holders holding a majority of the Restricted Stock held by all holders requesting such registration statement or unless another form would be equally effective, as determined by the initiating holders in their sole discretion; provided, however, that if the initiating holders propose pursuant to this Section 5 to dispose of Restricted Stock that may be registered on Form S-3 pursuant to Section 7 hereof, the Company shall not be obligated to effect the filing of such registration statement pursuant to this Section 5 so long as it effects the filing of such registration statement pursuant to Section 7.

Required Registration. (a) At any The Company shall use its best efforts to file, by the Filing Date, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of the Holders), covering no more than 7,200,000 shares for holders of piggyback rights at the time after the date which is six (6) months from the date of this Agreement, any two (2) plus covering the resale of all of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions Registrable Securities, which Registration Statement, to the Company to register extent allowable under the Securities Act all or any portion and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company is notified by a Holder of Registrable Securities relating to the Units that the Registration Statement does not cover a sufficient number of shares of Restricted Common Stock held by such requesting holders for sale in to effect the manner specified in such notice, provided that the resales of a number of shares of Restricted Common Stock for which registration has been requested shall constitute equal to at least the lesser of (i) 50% one hundred fifty percent (150%) of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Common Stock which that would be issuable to such Holder (a holder "Registration Shortfall"), the Company shall, within seven (7) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of Preferred Shares upon conversion additional shares as would be necessary to effect the resales of all a number of shares of Preferred Common Stock held by such holder equal to at such time and least two hundred percent (200%) of the number of shares of Restricted Common Stock which that would be issuable to a holder of Warrants upon exercise such Holder. If for any reason or for no reason, the Registration Statement is not declared effective under the Securities Act on or prior to the Due Date or is not available for resales of all Warrants held by such holder Registrable Securities at such timeanytime thereafter ("Registration Failure Period"), provided, however, that the only securities which the Company shall be required make payments to register pursuant hereto each Holder ("Registration Failure Payments") which shall be shares accrue at the rate of Common Stock2% per month, and providedaccruing daily, furtheron the principal amount of $600,000, howeveror the actual amount invested, thatuntil the later of (a) the end of such Registration Failure Period , in any underwritten public offering contemplated by this Section 4 or Section 5payable, at the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale option of the Holder (i) in shares of Common Stock issued upon conversion thereof. Notwithstanding anything ("Additional Shares"), valued at the closing bid price of the Common Stock on the business day immediately prior to the contrary contained hereindelivery of the Additional Shares or (ii) in cash, in each case payable within 5 business days of the last day of the calendar month in which they accrue Notwithstanding the above, no request may Registration Failure Payments shall accrue prior to the Due Date. Such Additional Shares shall also be made under deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-3 for the registration required by this Section 4 within 180 days after the effective date of a registration statement filed during all applicable times contemplated by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedthis Agreement. (b) Following receipt of any notice The Registration Statement shall be prepared as a "shelf" registration statement under this Section 4Rule 415, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use be maintained effective until all reasonable efforts Registrable Securities cease to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4exist. (c) The Company represents that it is presently eligible to effect the registration contemplated hereby on Form S-3 and will use its best efforts to continue to take such actions as are necessary to maintain such eligibility. (d) Notwithstanding anything contained herein to the contrary, the Company shall not be entitled required to include in any registration statement referred to in this Section 4, register additional shares hereunder if such shares are not available for sale in accordance with issuance as a result of the method unavailability of disposition specified by the requesting holders, authorized but unreserved shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter Stock. (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be solde) [Intentionally Left Blank].

Required Registration. (a) At any time after commencing on the date which that is six (6) months from 180 days following the date of this Agreement, any two (2) consummation of the three (3) first public offering of shares of Common Stock by the Corporation, the holders of Restricted at least 10% of the Series A Preferred Stock acting together as a group (or the holders of shares of Common Stock issued upon conversion of the Series A Preferred Stock) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock such stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and PROVIDED, FURTHER, that the value of such securities to be registered is at least $5,000,000. The Company shall be obligated to register Restricted Stock for which registration has been requested shall constitute pursuant to this Section 5(a) on three occasions only. (b) At any time commencing on the date that is 180 days following the consummation of the first public offering of shares of Common Stock by the Corporation, the holders of at least the lesser of (i) 5010% of the total Series B Preferred Stock (or the holders of shares of Restricted Common Stock originally issued upon conversion of the Series B Preferred Stock) may request the Company to such holders, or (ii) register under the remaining Securities Act shares of Restricted Stock such stock held by such holders, but requesting holder or holders for sale in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by manner specified in such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such timenotice, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, however, that, in any underwritten public offering contemplated by that the value of such securities to be registered is at least $5,000,000. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%5(b) of the shares of Restricted Stock as to which registration shall have been requestedon three occasions only. (bc) Following Promptly following receipt of any notice under this Section 45(a) or under Section 5(b), the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and the number of shares of Restricted Stock in all any notices received by the Company from other holders within 30 10 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, such designation subject to the approval of the holders of a majority party or parties making the request pursuant to this Section 5, such approval not to be unreasonably withheld, and (ii) as and to the extent that, in the opinion of the managing underwriter, the Restricted Stock so requested to be registered would adversely affect the marketing of such Restricted Stock, the number of shares of Restricted Stock included in such registration shall be reduced pro rata among all the holders of Preferred Stock making such request under this Section 5, based upon the number of shares owned by such holders of Preferred Stock. In the event that the number of shares of Restricted Stock included in such registration shall be reduced for the requesting holders of Restricted Stock by an amount equal to or greater than 37.5% of the aggregate number of shares of Restricted Stock requested to be sold in registered by such offeringholders of Restricted Stock, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated then such request to register Restricted Stock shall not be counted as one of the permitted requests for registration pursuant to Section 5(a) or 5(b) above. (d) Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 on two occasions only, provided, however, that such obligation 5 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received under paragraph (a) or (b) above, as aforesaidreduced (if at all) pursuant to the provisions of paragraph (c) above, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that a reduction of shares of Restricted Stock being registered is necessary pursuant to the provisions of paragraph (c) above, all shares of Common Stock to be sold by the Company for its own account will get cut-back before any shares of Restricted Stock to be sold by a holder of such Restricted Stock get cut-back. Except as provided in this paragraph (e), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is earlier of (i) six (6) months from after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, and (ii) the fourth anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least sixty-six and two-thirds percent (66 2/3%) of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares minimum offering price of such Restricted Stock for which registration has been requested shall constitute be at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock$1,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include (i) the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock Shares held by such holder at such time and time, (ii) the number of shares of Restricted Stock which would be issuable issuable, at such time, to a holder of Preferred Warrants upon the exercise of all Warrants held by such holder Preferred Warrant and subsequent conversion of the Preferred Warrant Shares, and (iii) the number of shares of Restricted Stock which would be issuable, at such time, to a holder of Note Warrants upon the exercise of such Note Warrants, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders a holder of Preferred Shares, Preferred Warrants, Preferred Warrant Shares and or Note Warrants shall be entitled to sell such Preferred Shares, Preferred Warrants, Preferred Warrant Shares and or Note Warrants to the underwriters Underwriters for conversion or exercise, respectivelyas the case may be, and sale of the shares of Common Stock issued upon conversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and or 6 in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested; provided, further, that such one hundred eighty (180) day period may be extended for up to an additional sixty (60) days by a majority vote of both the Company's Board of Directors and the Company's shareholders. (b) Following receipt of any notice under this Section 44(a), the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of sixty-six and two-thirds percent (66 2/3%) of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company Founders shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Founders' Stock to be sold by the Company Founders for its their own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, the number of shares of Founders' Stock to be registered on behalf of the Founders, if any, shall be computed as set forth in Section 4(e) below. At the time the Company shall give notice to the holders of Restricted Stock required by Section 4(b), it shall also give the same notice to the Founders, whereupon the Founders shall give written notice to the Company within thirty (30) days after receipt of such notice if they propose to dispose of any shares of Founders' Stock held by them pursuant to such registration, stating the number of shares of Founders' Stock to be disposed of by such Founder or Founders. (d) The Company shall also be entitled in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, no shares of Common Stock shall be registered on behalf of the Company, as set forth in Section 4(e) below. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to Section 4(a) until the completion of the period of distribution of the registration contemplated thereby. (e) Whenever a registration requested pursuant to this Section 4 is for an underwritten public offering, only shares of Common Stock which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Section 4(c) and 4(d), if the underwriter (or managing underwriter if there is more than one underwriter) determines that the marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of shares to be included in the registration in the underwriting shall be allocated as follows: Eighty-five percent (85%) among all holders who indicated to the Company their decision to distribute any of their Restricted Stock in accordance with the provisions of Sections 4(a) and 4(b) hereof through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock owned by such holders at the time of filing the registration statement. The remaining fifteen percent (15%) of shares of Common Stock to be included shall be allocated among the holders of Founders' Stock who have indicated to the Company their decision to distribute any of the Founders' Stock in accordance with Section 4(b) hereof through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock and Founders' Stock owned by such holders at the time of filing the registration statement. No stock excluded from the underwriting by virtue of the underwriter's marketing limitation shall be included in such registration. If any Founder disapproves of any such underwriting, such person may elect to withdraw therefrom by written notice to the holders of Restricted Stock and the underwriter (or managing underwriter if there is more than one underwriter). The securities so withdrawn from such underwriting shall also be withdrawn from such registration. Notwithstanding the foregoing, in any case other than a firm commitment underwritten initial public offering, the number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock and in no event may less than one-fourth (1/4th) of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 4 without thereby incurring any liability to holders of Registrable Stock.

Required Registration. (a) At any time after the earlier of (i) the date any registration statement shall have become effective covering a firm commitment underwritten public offering under the Securities Act of 1933, as then in effect, or any comparable statement under any similar Federal statute then in force, of shares of capital stock of the Company in which is six (6a) months from the aggregate price paid for such shares by the public shall be Ten Million Dollars ($10,000,000) or more in cash, and (b) the price paid by the public for such shares reflects a preoffering valuation of the Company of Forty Million Dollars ($40,000,000) or more; or (ii) the date of this Agreement, any two (2) listing of shares of a class of shares of capital stock of the three (3) Company on any national securities exchange, the Nasdaq National Market, Nasdaq Smallcap Market or any successor markets or exchanges, the holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, ; provided that the shares of Restricted Stock for which -------- registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to then outstanding if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 lesser percentage if the reasonably anticipated aggregate price to the public of all shares of Restricted StockStock to be offered in such offering would exceed $10,000,000). For purposes of this Section 4 1.2 and Sections 51.3, 12(a1.4, 2(a) and 12(d2(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only -------- ------- securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any -------- ------- ------- underwritten public offering contemplated by this Section 4 1.2 or Section 5Sections 1.3 and 1.4, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 41.2, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 1.2 on two occasions only, provided, however, -------- ------- that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 41.2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 1.2 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from the date 180 days after any Registration Statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act having become effective and (3ii) holders June 30, 2002, the Holder or Holders of Restricted at least twenty-five (25%) percent of all Registrable Stock acting together as a group then outstanding (the "Initiating Holders") may by notice in writing to the Company request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Registrable Stock held by such requesting holders Initiating Holder or Holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of provided, that, (i) 50% at least fifteen (15%) percent of the total shares amount of Restricted Registrable Stock originally issued to such holders, shall be included in the Public Offering or (ii) the remaining shares reasonably anticipated aggregate price to the public of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the lesser number of shares of Restricted Registrable Stock which would and Founder Registrable Stock to be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by included in such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofexceed $10,000,000. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under required to seek to cause a Registration Statement to become effective pursuant to this Section 4 2: (A) within 180 a period of 90 days after the effective date of a registration statement Registration Statement 180 days if the Registration Statement is for the Initial Public Offering) filed by the Company covering (other than a firm commitment underwritten public offering in which Registration Statement on Forms S-4, ▇-▇ ▇▇ any successors thereto), provided that the holders of Restricted Stock Company shall have been entitled use its best efforts to join pursuant cause a registration requested hereunder to Section 5 and in which there be declared effective promptly following such period if such request is made during such period; (B) if the Company shall have been effectively registered at least fifty percent (50%) furnish to the Holders a certificate signed by the President of the shares Company stating that in the good faith judgment of Restricted Stock as the Board of Directors it would be materially detrimental to which registration the Company or its shareholders for a Registration Statement to be filed at such time, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall have been requestedbe deferred for a period not to exceed ninety (90) days from the date of receipt of written request from such Holders; provided, however, that the Company may not utilize this deferral right more than once in any twelve-month period. (b) Following receipt of any notice given under this Section 42 by the Initiating Holders, the Company shall immediately notify in writing all holders of Restricted Stock from whom notice has not been received Holders that such registration is to be effected and shall use all reasonable its best efforts to register under the Securities ActSecurities (c) If the Registration Statement is to cover an underwritten distribution and in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Stock and Founder Registrable Stock, requested for public sale in accordance inclusion pursuant to this Section 2 would interfere with the method successful marketing of disposition specified in such notice from requesting holdersa smaller number of shares to be offered, then the number of shares of Restricted Registrable Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Founder Registrable Stock to be sold included in the Offering shall be reduced to the required level with the participation in such offeringoffering to be reduced pro rata among the Holders requesting such registration, which approval shall not be unreasonably withheld, conditioned or delayedbased upon the number of shares of Registrable Stock and Founder Registrable Stock owned by such Holders. The Company shall be obligated entitled to register Restricted Stock pursuant include in any Registration Statement referred to in this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid2, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holdersInitiating Holders, shares of Common Stock to be sold by for the Company for its Company's own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (underwriter, if such method of disposition shall be an underwritten public offering)any, such inclusion would adversely affect the marketing of the Restricted Registrable Stock and Founder Registrable Stock to be sold. Except for registration statements on Form S-4, ▇-▇ or any successors thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from the Initiating Holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby. (d) So long as the Founder is the Chief Executive Officer or a director of the Company, Holders of Founder Registrable Stock shall not sell in the aggregate more than 675,000 shares of Common Stock (which amount shall be appropriately adjusted for any stock splits, stock dividends, recapitalizations or other changes affecting the Common Stock after the date of this Agreement) in any registration under this Section 2 or Section 4 hereof.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) October 16, 2003 and (ii) the date which that is six (6) months from after the date first public offering of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as constituting more than one-third of the total number of shares of Restricted Stock then outstanding or a group lesser percent if the anticipated offering price, net of underwriting discounts and commissions would be at least $5,000,000, may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. In addition, shares of Founder's Common shall not be deemed Restricted Stock for purposes of this Section 4. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company's intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated as follows: first, to the holders of the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock (or the shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of shares of Restricted Stock held by such holders and requested to be included in the registration; second, to the holders of the Series A and Series B Preferred Stock (or the shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of shares of Restricted Stock held by such holders and requested to be included in the registration; and third, to any stockholder of the Company (other than such holders) on a pro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided however that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At The Buyer will use its reasonable best efforts to cause to be declared effective a registration statement on From S-3 or any time after successor thereto (or in the event the Buyer is not eligible to use Form S-3 or such successor form, Form S-1 or any other form then available for such purpose) following (i) the date which is six (6) months from after the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or hereof and (ii) the remaining shares date which is twelve months after the date hereof. Forty-five days prior to each such date, the Buyer shall send a Notice of Registration Statement and Selling Securityholder Questionnaire to each individual or entity which holds Restricted Stock held by which, as a result of such holderssix month date or twelve month date referenced above, but will no longer be subject to the "lock-up" described in any event not less than 1,500,000 shares of Restricted Stockthe Investment Representation and Lock-up Letter executed on the date hereof. For purposes of this Section 4 and Sections 5To be included on such registration statement, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder must return a completed Notice of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time Registration Statement and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale Selling Securityholder Questionnaire within fifteen days of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which Notice of Registration Statement and Selling Securityholder Questionnaire. If after expiration of such fifteen day period, the holders of Restricted Stock shall have been entitled not indicated a desire to join pursuant have eligible shares with an aggregate price to Section 5 and in which there shall have been effectively registered the public of at least fifty percent (50%) $600,000 included in the registration statement, the Buyer shall not be required to file a registration statement at such time. If holders have indicated a desire to have eligible shares with an aggregate price to the public of at least $600,000 included in the registration statement, the Buyer shall as promptly as practicable file a registration statement covering such shares of Restricted Stock as and shall use its reasonable best efforts to which have such registration shall have been requestedstatement declared effective. (b) Following receipt of any notice under this Section 4, If the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the intended method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be is an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company Buyer shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 2 shares of Common Stock to be sold by the Company Buyer for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, that such method of disposition is an underwritten public offering and in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. (d) The Buyer's obligation to file a registration statement or cause such registration statement to become effective shall be suspended for up to 30 days if there exists at the time material non-public information relating to the Buyer which the Buyer determines in good faith would interfere with or affect the negotiation or completion of a contemplated transaction (whether or not a final decision has been made to undertake such transaction) or involve initial or continuing disclosure obligations that are not in the best interest of the Buyer. (e) The Buyer shall be obligated to keep a registration statement filed pursuant to Section 2(a) effective until the earliest of (i) the sale of all of the shares included thereunder, (ii) the agreement by the holders of such shares to terminate the registration, (iii) each holder of such shares becoming eligible, under Rule 144 under the Securities Act, to make unregistered sales in a three-month period of all its shares included on such registration statement or (iv) the registration rights of the holders of such shares have terminated hereunder. At such time, the Buyer may file a post-effective amendment to such registration statement removing from registration the shares included in such registration statement form.

Required Registration. (a) At any time From and after the date which is six (6) months from 90th day following the date of this AgreementClosing Date, any two (2) of if the three (3) Requisite Investors shall in writing state that such holders of Restricted Stock acting together as a group may desire to sell Registrable Shares in the public securities markets and request on two (2) separate occasions the Company Corporation to register effect the registration under the Securities Act all or any portion of Registrable Shares, the Corporation shall promptly use commercially reasonable efforts to effect the registration under the Securities Act of the shares of Restricted Stock held by such requesting holders for sale in Registrable Shares which the manner specified in such notice, provided that the shares of Restricted Stock for which registration Corporation has been so requested by the Requisite Investors to register. (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Corporation shall constitute at least not be obligated to effect any registration under the lesser of Securities Act pursuant to Section 2(a) except in accordance with the following provisions: (i) 50The Corporation shall not be obligated to use commercially reasonable efforts to file and cause to become effective (A) more than two Registration Statements initiated pursuant to this Section 2(a); provided, however, that if the Investors were unable to sell at least 90% of the total shares Registrable Shares requested to be included in the last registration initiated by such group of Restricted Stock originally issued Investors pursuant to Section 2(a) as a result of an underwriter's cutback, then additional registrations shall be added to this Section 2(b) until the foregoing condition is satisfied for such holdersinitiating group of Investors, or (B) any Registration Statement during any period in which any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares or Other Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (ii) The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a), if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the Investors holding Registrable Shares may include such Registrable Shares pursuant to Section 3 or (ii) the remaining shares of Restricted Stock held by Corporation reasonably determines that such holders, but in registration and offering would interfere with any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), material transaction involving the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Corporation; provided, however, that the Corporation may only securities which delay the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 filing or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date effectiveness of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only2(b) for a total of 90 days after the date of a request for registration. (iii) With respect to any registration pursuant to this Section 2(a), the Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, pro rata among (x) the Registrable Shares requested by the Investors to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such Investor) and (y) the Other Shares (only to the extent required by an effective Registration Rights Agreement entered into prior to the date hereof between the Corporation and the holders of such Other Shares); (B) second, the Primary Shares; and (C) third, the Other Shares which are entitled to registration rights. (c) A requested registration under Section 2(a) may be rescinded as to all of the Registrable Shares requested to be so registered prior to such registration being declared effective by the Commission by written notice from such Requisite Investors to the Corporation; provided, however, that such obligation rescinded registration shall not be deemed satisfied only when a registration statement covering at least Registration Statement initiated pursuant to Section 2(a) for the lesser purpose of (iSection 2(b)(i)(A) 50% of if the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, Corporation shall have been reimbursed for sale in accordance with the method of disposition specified all out-of-pocket expenses incurred by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward Corporation in connection with such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4rescinded registration. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time, or from time after to time, the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) --------------------- holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been -------- requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares and/or Warrants upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Preferred Shares and/or Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be -------- ------- required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering -------- ------- ------- contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants warrants shall be entitled to sell such Preferred Shares and Warrants warrants to the underwriters for conversion or exerciseconversion, respectively, exercise and sale of the shares of Common Stock issued upon conversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such -------- ------- obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) The holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $2,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, that in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company company shall be obligated to register Restricted Stock pursuant to this Section 4 on of two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent extent, that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or nay successor thereto, or except for a registration statement of shares of Common Stock underlying warrants, options, preferred stock and shares sold on private placement wherein the Company committed to include such shares in a registration statement, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date of this AgreementThe Company shall, any within two (2) months after the Last Closing of the three Offering of the Preferred Stock, file a registration statement on Form S-1 (3or other suitable form), or a post-effective amendment to an effective registration statement (collectively, a "Registration Statement") holders at the Company's discretion, but subject to the reasonable approval of Restricted Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock acting together or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Five Million Five Hundred Thousand (5,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as a group may request on two (2) separate occasions are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company to register under determines, which determination shall be made by the Securities Act all Company within five (5) business days after the last business day of each month after the Due Date or is notified at any portion time by a Holder, that the Registration Statement does not cover a sufficient number of the shares of Restricted Common Stock held by such requesting holders for sale in to effect the manner specified in such notice, provided that the resales of a number of shares of Restricted Common Stock for which registration has been requested shall constitute at least the lesser equal to one hundred twenty five percent (125%) of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Common Stock which would be issuable to a holder of Preferred Shares each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Determination of the Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (also an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Preferred Common Stock held by such holder at such time and equal to one hundred fifty percent (150%) of the number of shares of Restricted Common Stock which would be issuable to a holder each Subscriber upon conversion of Warrants all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all Warrants the outstanding Warrants. If the Registration Statement is not filed within two (2) months after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by such holder at such timeSubscriber, providedaccruing daily until the Registration Statement is filed, howeverpayable in cash or Common Stock, that as set forth below ("Late Filing Payment"). If the only securities which Registration Statement is not declared effective by the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall be required pay the Subscribers an amount equal to register two (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant hereto to Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be shares payable in Common Stock for the first three (3) months of accrual of such payments, and thereafter shall be payable in Common Stock or cash, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such late Filing Payment or Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the holders of Preferred Shares and Warrants Company shall be entitled to sell such Preferred Shares and Warrants issue to the underwriters for conversion or exercise, respectively, and sale Subscriber the number of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this determined as set forth in Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%5(a) of the Certificate of Designation, plus an additional number of shares of Restricted Common Stock attributable to such share of Preferred Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price With respect to which the Preferred Stock, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-1 for the registration shall have been requestedrequired by this Section during all applicable times contemplated by this Agreement. (b) Following receipt of any notice The Registration Statement shall be prepared as a "shelf" registration statement under this Section 4Rule 415, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use be maintained effective until all reasonable efforts Registrable Securities cease to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4exist. (c) The Company shall be entitled represents that it is presently eligible to include in any effect the registration statement referred contemplated hereby on Form S-1 and will use its best efforts to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock continue to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock take such actions as are necessary to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if maintain such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldeligibility.

Required Registration. (aA) At any time after the date which is six (6) months from the date of this Agreement, any two (2) first anniversary of the three Closing, Purchaser shall have the right, by written notice (3the "Registration Notice") holders of Restricted Stock acting together as a group may request on two (2) separate occasions to the Company, to require the Company to use reasonable efforts to register (the "Required Registration") under the Securities Act all or any portion of the shares of Restricted Stock held Shares then owned by such requesting holders for sale in Purchaser (the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d"Registrable Securities"), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation Registrable Securities. Purchaser shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall not be entitled to include exercise more than one such right in any registration statement referred 12 month period or more than a total of five such rights during the term of this Agreement. Notwithstanding the foregoing, if, in addition to in this Section 4the Registrable Securities, for sale in accordance with the method of disposition specified by the requesting holders, Required Registration is to include shares of Common Stock to be sold offered by the Company for its own account, shares of Trust Beneficiaries (as defined in the Plan of Reorganization, dated September 28, 1999, as amended, of MetLife (the "Plan")) having registration rights pursuant to Section 3.3(c)(v) of the Plan or any issued shares of others persons with registration rights, and outstanding the Board of Directors of the Company believes, based on advice of a nationally recognized investment banking firm selected by the Company, that including all such shares would be likely to have an adverse effect upon the price, timing or distribution of the shares included in the Required Registration, then only such number of shares, if any, as the Board shall determine can be included without adversely affecting the offering shall be included in the Required Registration, and the shares to be included in the Required Registration will be allocated in the following priority: (w) all shares owned by such Trust Beneficiaries shall be included first, (x) all shares of Purchaser and Credit Suisse First Boston, a Swiss corporation (through its Guernsey Branch), and Winterthur Life, a Swiss corporation (together with all of their current and future affiliates, the "Other Private Placement Purchaser") shall be included second, in proportion, as nearly as practicable, to the total number of shares of Common Stock proposed to be sold offered by others except each of Purchaser and the Other Private Placement Purchaser at the time of filing of the registration statement for the registration, (y) all shares of Common Stock of any other persons with registration rights shall be included third, in proportion, as and nearly as practicable, to the extent thattotal number of shares of Common Stock proposed to be offered by each of them at the time of the filing of the registration statement, and (z) all shares of the Company shall be included last. Purchaser may elect that the offering of Registrable Securities pursuant to this Section 1(b)(i) be in the opinion form of the managing underwriter (if such method of disposition shall be an underwritten public offering), in which case Purchaser shall select the managing underwriters and any additional investment bankers and managers to be used in connection with the offering, provided that such inclusion would adversely affect managing underwriters and additional investment bankers and managers must be reasonably satisfactory to the marketing Company. In the event Purchaser is not able to include all of the Restricted Stock Shares Purchaser wishes to be soldinclude in any Required Registration due to the limitation described in the immediately preceding sentence, Purchaser shall have the right to one additional Required Registration with respect to such Shares subject to the limitations set forth in this Section 1(b)(i). (B) Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the Securities and Exchange Commission (the "SEC") and use its reasonable efforts to cause to become effective promptly, and in any event within 90 days from its receipt of the Registration Notice, a

Required Registration. (a) At any time after The Company shall file, by the date which is six Filing Date, a registration statement (6"Registration Statement") months from on Form S-3 (or other suitable form, at the date Company's discretion, but subject to the reasonable approval of this AgreementSubscribers), any two (2) covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the three (3) holders Warrants. Such Registration Statement shall initially cover the number of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion shares issuable upon exercise of the Placement Agent Warrant plus at least Two Million Eight Hundred Thousand (2,800,000) shares of Restricted Common Stock held by and (including SEC Rule 416), shall state such requesting holders for sale in the manner specified in Registration Statement also covers such notice, provided that the indeterminate number of additional shares of Restricted Common Stock for which registration has been requested shall constitute at least as may become issuable upon conversion of the lesser Preferred Stock and the exercise of the Warrants (i) 50% of the total shares of Restricted Stock originally issued to such holdersprevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the remaining Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, as the case may be. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, which determination shall be made by the Company within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, that the Registration Statement does not cover a sufficient number of shares of Restricted Common Stock held by such holders, but in any event not less than 1,500,000 to effect the resales of a number of shares of Restricted Stock. For purposes Common Stock equal to one hundred twenty five percent (125%) of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Common Stock which would be issuable to a holder of Preferred Shares each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Preferred Common Stock held by such holder equal to at such time and least one hundred fifty percent (150%) of the number of shares of Restricted Common Stock which would be issuable to a holder each Subscriber upon conversion of Warrants all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all Warrants the outstanding Warrants. If the Registration Statement is not filed by the Filing Date, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by such holder Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, at such timethe Subscriber's option, providedas set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the Due Date, howeveror if any Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, that the only securities which the Company shall be required pay the Subscribers an amount equal to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale two percent (2%) per month of the shares aggregate amount of Common outstanding Preferred Stock issued upon conversion thereof. Notwithstanding anything to held by Subscriber, accruing daily until the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of Registration Statement or a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such late Filing Payment or Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which there such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, such number of shares shall have been effectively registered at least fifty percent (50%) be determined as follows: Upon conversion of the shares each share of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4Preferred Stock, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts issue to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, Subscriber the number of shares of Restricted Common Stock specified determined as set forth in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval Section 5(a) of the holders Certificate of a majority Designation, plus an additional number of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock attributable to be sold by such share of Preferred Stock (the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except "Additional Shares") determined as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price

Required Registration. (a) At Subject to the limitation expressed in Section 5(b), at any time after the date which is six (6) months from first anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holder or holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock," shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, provided further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. The rights provided in this Section 4 may not be exercised more than once in any twelve (12) month period. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall not be obligated to register Restricted Stock pursuant to this Section 4 on more than two occasions only, (for both sections) (at least one of the two occasions can be for a "shelf registration"); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun 75% of all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to may include in any registration statement referred requested pursuant to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 hereof any shares of Common Stock to be sold by the Company for sale for its own accountaccount or for the account of any other person entitled to "piggy-back" or "incidental rights" as of the date hereof , or any issued and outstanding shares provided that such inclusion shall not affect the number of Common Restricted Stock that can be sold in the related offering. In connection with an underwritten offering, if the managing underwriter advises the Company in writing that in its opinion the number of Restricted Stock requested by the holders of Restricted Stock to be registered exceeds the number which can be sold by others except as and to in such offering, the extent Company shall include in such registration statement the number of Restricted Stock that, in the opinion of the managing underwriter underwriter, can be sold as follows: (if such method i) first, the Restricted Stock requested to be registered, pro rata among the holders of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock that have requested their Restricted Stock to be soldregistered, (ii) second, Common Stock requested to be registered by holders of existing registration rights on the date hereof and (iv) third, any other Common Stock requested to be included in such registration.

Required Registration. (a) At any time after If the date which is six (6) months from the date Company shall be requested by --------------------- holders of this Agreement, any two (2) at least a majority of the three (3) Outstanding Shares to effect the Registration of Registrable Securities, then the Company shall promptly give written notice of such proposed Registration to all holders of Restricted Stock acting together as a group may request on two (2) separate occasions Shares, and thereupon the Company shall promptly use its best efforts to register under effect the Securities Act all or any portion Registration of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Registrable Securities that the shares of Restricted Stock for which registration Company has been requested shall constitute at least to Register for disposition as described in the lesser request of (i) 50% such holders of Shares and in any response received from any of the total shares holders of Restricted Stock originally issued to Shares within ten (10) days or such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" longer period as shall be deemed to include set forth in the number notice, after the giving of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held the written notice by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Company; provided, however, that the only securities which the Company shall not be required obligated to register effect any Registration except in accordance with the following provisions: (a) The Company shall not be obligated to file and cause to become effective more than one (1) registration statement in which Registrable Securities are Registered pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by to this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested2.2. (b) Following receipt of any notice under this Section 4, Notwithstanding the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offeringforegoing, the Company may designate the managing underwriter of include in each such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock Registration requested pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that 2.2 any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, or any issued and outstanding shares of Common Stock for sale by others, provided, however, that, if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Registrable Securities requested by the holders of Shares requesting such Registration, then such Registration shall be deemed to be sold a Registration in accordance,with and pursuant to Section 2.3; and provided further, however, that the inclusion of such previously authorized but unissued shares of Common Stock by the Company or issued and outstanding shares of Common Stock by others except in such Registration shall not prevent the holders of Shares requesting such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be required to file a registration statement pursuant to this Section 2: (i) within twelve months after October 11, 1996, (ii) within six (6) months after any other registration by the Company (other than under "Excluded Forms," as and defined in Section 2.3 (a) below) or (iii) for six (6) months after the request for registration under this Section 2.2 if the Company is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, or such shorter period ending on the date, whichever first occurs, that such transaction is publicly disclosed, abandoned or consummated. (d) The registration rights granted pursuant to this section shall have no force or effect until the extent that, in the opinion earlier of the managing underwriter Company has completed its initial public offering (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing "IPO") under the Securities Act or otherwise become obligated to file periodic or other reports pursuant to Section 13 of the Restricted Stock to be sold▇▇▇▇ ▇▇▇.

Required Registration. If, at any time following the earlier of (a) At any time after December 31, 2003, or (b) the date which is six closing of an Initial Public Offering, the Corporation shall be requested (6i) months from the date of this Agreement, any two (2) by Investors holding at least 40% of the three aggregate outstanding Restricted Securities held by all Investors (3based on the underlying Common Stock for which the Restricted Securities are convertible or exercisable) holders of Restricted Stock acting together as a group may request on two (2) separate occasions to effect the Company to register registration under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holdersShares, or (ii) after the remaining shares first registration pursuant to this Section 3.4, by one or more of the Investors holding Restricted Securities to effect the registration under the Securities Act of Restricted Stock held by Shares having a proposed aggregate offering price equal to or greater than $1,000,000, then the Corporation shall promptly give written notice of such holdersproposed registration to all holders of Restricted Securities, but and thereupon the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Shares that the Corporation has been requested to register for disposition as described in the request of such holders of Restricted Securities and in any event not less than 1,500,000 shares response received from any of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such the written notice by the Company). If such method of disposition shall be an underwritten public offeringCorporation; PROVIDED, HOWEVER, that the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval Corporation shall not be unreasonably withheldobligated to effect any registration under the Securities Act except in accordance with the following provisions and Section 3.6: (a) Subject to Section 3.6, conditioned or delayed. The Company the Corporation shall not be obligated to register file and cause to become effective more than two (2) registration statements in which Restricted Stock Shares are registered under the Securities Act pursuant to this Section 4 on two occasions only3.4, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% if all of the total shares of Restricted Stock originally issued or Shares offered pursuant to such registration statements are sold thereunder upon the price and terms offered. (iib) 75% of Notwithstanding the shares of Restricted Stock specified foregoing, the Corporation may include in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any each such registration proceeding begun requested pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in 3.4 any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; PROVIDED, HOWEVER, that, if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares requested by the holders of Restricted Shares requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 3.5; and PROVIDED FURTHER, HOWEVER, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to the extent thatin such registration does not adversely affect, in the sole opinion of the managing underwriter (if holders of Restricted Securities requesting such method of disposition shall be an underwritten public offering)registration, such inclusion would adversely affect the marketing ability of the holders of Restricted Stock Securities requesting such registration to be soldmarket the entire number of Restricted Shares requested by them.

Required Registration. (a) At any time after a holder thereof converts shares of Preferred Stock or the date which is six (6) months from third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after January 7, 2002, the date which is six (6) months from the date holders of this Agreement, any two (2) a majority of the three (3) holders of outstanding Restricted Stock acting together as a group then held by the WCAS Purchasers or the Blackstone Purchasers may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that neither the only securities which WCAS Purchasers nor the Company shall be required -------- ------- Blackstone Purchasers may request registration pursuant to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedmore than once every six months. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the original requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such ; provided, however, that if the proposed method of disposition specified by -------- ------- the original requesting holders shall be an underwritten public offering, the Company may designate the managing underwriter number of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold included in such an offering may be reduced (pro rata among the requesting holders of Restricted Stock --- ---- based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the original requesting holders may choose the managing underwriter (which approval shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaidaforesaid (subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldsold (and in such event, such shares to be sold by the Company for its own account shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 4(b)). Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time following the earlier to occur of (i) the date nine months after the date on which is six the Company shall have completed an initial public offering of shares of its Common Stock or shall have otherwise become subject to the reporting requirements under the Securities Exchange Act of 1934, and (6ii) months from June 13, 2001, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together constituting at least 66 2/3% of the total Restricted Stock outstanding at such time (treating for the purpose of such computation the holders of Preferred Shares as a group the holders of the Conversion Shares then issuable upon conversion of such Preferred Shares) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided provided, however, that, in the event that ----------------- there is a registration, the shares of Restricted Stock for which registration has been requested to be registered shall constitute at least the lesser of (i) 50not be less than 25% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder outstanding at such time, ; provided, further, ------------------ however, that the only securities which the Company shall be required to ------- register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 45(a), the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and holders of Founders Stock and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock and holders of Founders Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in (treating for the purpose of such offeringcomputation the holders of Preferred Shares as the holders of the Conversion Shares then issuable upon conversion of such Preferred Shares), which approval shall not be unreasonably withheld, conditioned and (ii) as and to the extent that, in the opinion of the managing underwriter, the Restricted Stock and Founders Stock so requested to be registered would adversely affect the marketing of such Restricted Stock, the number of shares of Restricted Stock or delayedFounders Stock or both, as the case may be, so included shall be reduced, first, pro rata among the requesting holders of Founders Stock based upon the -------- number of shares of Founders Stock requested to be registered, and second, pro --- rata among the requesting holders of Restricted Stock based upon the number of ---- shares of Restricted Stock requested to be registered. The Company shall be obligated to register Restricted Stock capital pursuant to this Section 4 5(a) on two occasions onlyonly and no more than once in any twelve-month period. Notwithstanding anything to the contrary contained herein, provided, however, that such each obligation of the Company to register capital stock under this Section 5 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (iiand, if applicable, Founders Stock) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) In the event that the Board of Directors of the Company determines in good faith that the filing of a registration statement pursuant to Section 5(a) hereof would be detrimental to the Company, the Board of Directors may defer such filing for a period not to exceed ninety (90) days. The Board of Directors may not effect more than one such deferral during any twelve month period. The Board of Directors agrees to promptly notify all requesting holders of any such deferral, and shall provide to such holders an explanation therefor. (d) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock (and, if applicable, Founders Stock) to be sold. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to the provisions of paragraph (e) below, following the expiration of thirty (30) months after the Initial Closing Date, or, if earlier, the date on which the Company completes an Initial Public Offering (as defined in the Purchase Agreement), at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the Restricted Stock outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, notice provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, that in any underwritten such case the reasonably anticipated aggregate price to the public offering contemplated of the shares to be so registered shall not be less than $10,000,000. For the purposes of calculating the holdings of outstanding Restricted Stock by holders of Preferred Stock for purposes of this Section 4 or 4(a) and Section 513(d), (i) holders of Series A Preferred Stock shall be treated as the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale number of the shares of Common Conversion Stock issued then issuable upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted such shares and (ii) Series B Preferred Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot be counted. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and any holders of Founders Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other such holders of Restricted Stock and holders of Founders Stock, as the case may be, within 30 20 days after the giving their receipt of such notice by from the Company); provided, however, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock or Founders Stock or both, as the case may be, to be included in such an offering may be reduced (first, pro rata among the requesting holders of Founders Stock based on the number of shares of Founders Stock so requested to be registered and second, pro rata among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effectiveeffective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; provided, further, however, that if such notice is given and such a registration statement shall have been filed under the Securities Act and the registration is thereafter terminated for any reason other than a determination by the Company not to proceed with the same, then, unless the requesting holders shall pay all Registration Expenses (as defined herein) in connection therewith, such attempted registration proceeding begun shall count as a required registration pursuant to this Section 4 which is subsequently withdrawn at the request of by the holders of a majority Restricted Stock, requesting the same for purposes of the shares of Restricted Stock requested to be registered shall count toward such two registration statements paragraph (e) below, in which the holders of the shares of Restricted Stock have the right to cause event, the Company to effect will permit such parties an additional registration pursuant to this Section 4, in which all Registration Expenses (as well as all Selling Expenses) will be paid by the requesting holders. (c) In the event that the Board of Directors of the Company determines in good faith that the filing of a registration statement pursuant hereto would be detrimental to the Company, the Board of Directors may defer such filing for a period not to exceed sixty (60) days. The Board of Directors may not effect more than one such deferral during any twelve month period. The Board of Directors agrees to promptly notify all holders of Restricted Stock of any such deferral, and shall provide to such holders a reasonably complete explanation therefor. (d) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained herein, the Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) June 30, 2006, the holders of Restricted Stock acting together as a group constituting at least 20% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5010% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 14(a) and 12(d14(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two four occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together constituting at least a majority of the total Restricted Stock outstanding at such time (treating for the purpose of such computation the holders of Convertible Preferred Shares as a group the holders of the Conversion Shares then issuable upon conversion of such Convertible Preferred Shares) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Upon receipt of any notice under this Section 44(a), the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and holders of Founders Stock and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders and holders of Founders Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in (treating for the purpose of such offeringcomputation the holders of Convertible Preferred Shares as the holders of the Conversion Shares then issuable upon conversion of such Convertible Preferred Shares), which approval shall not be unreasonably withheld, conditioned or delayedand (ii) as and to the extent that, in the opinion of the managing underwriter, the Founders Stock so requested to be registered (together with any Warrant Shares which have requested to be registered in such offering in accordance with the Warrant Agreement) would adversely affect the marketing of the Restricted Stock so requested to be registered, the number of shares of Founders Stock (and the number of Warrant Shares) so requested to be included shall be reduced pro rata among the requesting holders of Founders Stock (and the requesting holders of Warrant Shares) based upon the number of shares of Founders Stock (and the number of Warrant Shares) so requested to be registered. The Company shall be obligated to register Restricted Stock and Founders Stock pursuant to this Section 4 4(a) on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock and Founders Stock (if any) to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will be entitled, once in any one year period, to postpone the filing period (or suspend the effectiveness) of any registration of the Restricted Stock (and Founders Stock and/or Warrant Shares (if any), as the case may be) pursuant to this Section 4 for a reasonable period of time not in excess of 90 calendar days, if the Board of Directors of the Company determines, in its reasonable business judgment, that such registration and offering could materially interfere with bonafide financing or other material business plans of the Company (other than a planned public offering of securities by the Company for cash) or would require disclosure of information, the premature disclosure of which would, in the Board of Directors’ reasonable business judgment, materially and adversely affect the Company. If the Company postpones the filing of a registration statement (or suspends its effectiveness) pursuant to this Section 4, it will promptly notify, in writing, the holders of Restricted Stock (and Founders Stock and/or Warrant Shares (if any), as the case may be), that requested such registration when the events or circumstances permitting such postponement have ended.

Required Registration. (a) At If the Company shall receive from a majority in interest of the ▇▇▇▇▇ Holders, a majority in interest of the Metalmark Holders or a majority in interest of the JVL Holders, at any time after time, a written request that the date which is six (6) months from Company file a registration statement with respect to such Stockholders’ Registrable Shares, then the date Company shall, within ten days of the receipt thereof, give written notice of such request to all Stockholders, and subject to the limitations of this AgreementSection 3.1, any two (2) of use its commercially reasonable efforts to effect, as soon as reasonably practicable, the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register registration under the Securities Act all or any portion of the shares sale of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided all Registrable Shares that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued Stockholders request to such holdersbe registered, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include pro rata based upon the number of shares Registrable Shares owned by each such Stockholder requesting inclusion at the time of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, registration; provided however, that if the only securities which managing underwriter, if any, advises the Company shall be required to register pursuant hereto shall be shares in writing that the inclusion of Common Stockall Primary Shares, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Registrable Shares and Warrants shall Other Shares requested to be entitled included in such registration would interfere with the successful marketing (within a price range acceptable to sell such Preferred Shares and Warrants to the underwriters holders a majority of Registrable Securities that have been requested for conversion or exercise, respectively, and sale inclusion) of the shares of Common Stock issued proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the order set forth below: (i) first, the Registrable Shares owned by the Stockholders requesting that their Registrable Shares be included in such registration pursuant to the terms of this Section 3.1, pro rata based upon conversion thereof. the number of Registrable Shares owned by each such Stockholder requesting inclusion at the time of such registration; (ii) second, the Primary Shares; and (iii) third, the Other Shares. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, no a Stockholder may request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by that the Company covering register the sale of such Registrable Shares on an appropriate form, including a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent Shelf Registration Statement (50%) of the shares of Restricted Stock so long as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall is eligible to use all reasonable efforts to register under the Securities ActForm S-3) and, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by if the Company from other holders within 30 days after the giving of such notice by the Company)is a WKSI, an Automatic Shelf Registration Statement. If such method of disposition All long-form registrations shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders registrations. The Stockholders of a majority of the shares Registrable Shares initially requesting registration hereunder shall have the right to select the investment banker(s) and manager(s) to administer the offering with the consent of Restricted Stock to be sold in such offering, the Company (which approval consent shall not be unreasonably withheld, conditioned or delayed). The Company shall not be obligated to register Restricted Stock take any action to effect any registration under this Section 3.1: (i) if the request comes from a majority in interest of the Metalmark Holders, after it has effected two such registrations pursuant to this Section 4 3.1 on two occasions onlybehalf of the Metalmark Holders on or after the date hereof; provided, however, that a majority in interest of the Metalmark Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the Metalmark Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (ii) if the request comes from a majority in interest of the ▇▇▇▇▇ Holders, after it has effected three such registrations pursuant to this Section 3.1 on behalf of the ▇▇▇▇▇ Holders on or after the date hereof; provided, however, that a majority in interest of the ▇▇▇▇▇ Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the ▇▇▇▇▇ Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (iii) if the request comes from a majority in interest of the JVL Holders, after it has effected one such registration pursuant to this Section 3.1 on behalf of the JVL Holders on or after the date hereof; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the JVL Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (iv) within one hundred 180 days of a registration pursuant to this Section 3.1 that has been declared or ordered effective; (v) during the period starting with the date 60 days prior to its good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of Securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (vi) where the registration is on a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than $25,000,000; (vii) where the registration is on a form other than a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than $50,000,000; or (viii) if the Company shall furnish to such Stockholders a certificate signed by the CEO or President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its equity holders for such registration statement to be filed at the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Stockholders; provided that the Company shall not defer its obligation in this manner more than once in any 12 month period; provided further that in such event, the Stockholders of Registrable Securities initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations hereunder. (c) At any time before the registration statement covering such Registrable Shares becomes effective, the Stockholder so requesting such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by such Stockholder, in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by such Stockholder at the time their request was made, or other material facts not known at the time such request was made, or (ii) a material adverse change in the financial markets, such Stockholder shall be deemed to have used one of its registration rights under Section 3.1(b); provided, however, that such obligation withdrawn registration shall be deemed satisfied only not count as a requested registration pursuant to Section 3.1(b) if the Company shall have been reimbursed (in the absence of any agreement to the contrary, pro rata by such Stockholder, as applicable) for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration. (d) To the extent an Automatic Shelf Registration Statement has been filed under Section 3.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new Automatic Shelf Registration Statement covering the Registrable Securities that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement covering at least effective during the lesser of period during which such registration statement is required to be kept effective. (e) If, after it has become effective, (i) 50% such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the total shares of Restricted Stock originally issued or Registrable Shares covered by such registration statement have been sold pursuant thereto), (ii) 75% such registration requested pursuant to Section 3.1(a) becomes subject to any stop order, injunction or other order or requirement of the shares of Restricted Stock Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in notices received as aforesaidthe purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, for sale in accordance with the method other than by reason of disposition specified some act or omission by the Stockholder requesting holdersregistration, such registration shall have become effective; provided, further, however, that any not count as a requested registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 43.1(b). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At If ABIOMED for itself or any of its security holders shall at any time or times after the date which is six (6) months from first anniversary of the date of this Agreement, any two (2) hereof and prior to the seventh anniversary of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company date hereof determine to register under the Securities Act all any shares of Common Stock for an underwritten public offering other than (a) the registration of an offer and sale of securities to employees of, or any portion other persons providing services to ABIOMED pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or (b) relating to a merger, acquisition or other transaction of the shares type described in Rule 145 under the Securities Act or comparable rule, registered on Form S-4 or similar form, ABIOMED will notify each Holder in each case of Restricted Stock held by such requesting holders for sale determination at least ten (10) days prior to the filing of such registration statement, and upon the request of a Holder given in writing within five days after the manner specified in date of such notice, provided ABIOMED will use commercially reasonable efforts as soon as practicable thereafter to cause any of the Shares specified by such Holder to be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter determines and advises in writing that the inclusion of all Shares of such requesting Holders and all shares of Restricted ABIOMED's Common Stock to be offered by ABIOMED and by Other Holders, whether covered by requests for which registration has been requested shall constitute at least or otherwise included, would interfere with the lesser of (i) 50% marketing of the total shares of Restricted Stock originally issued securities to such holdersbe sold by ABIOMED, or (ii) if the remaining shares registration is at the request of Restricted Stock held a person or persons with a right to require registration, by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include that person or persons; then the number of shares of Restricted Common Stock which would otherwise to be issuable included in the registration statement by Holders and Other Holders shall be reduced as follows: (i) there shall first be excluded shares proposed to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held be included by Other Holders not possessing legal rights to include the same pursuant to this section or any similar provision; and (ii) any further reduction shall be pro rata among such holder at Holders and Other Holders (having such time and legal rights) in proportion to the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration is requested by each; provided however, that there shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale be no reduction in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of included therein (ix) 50% of the total shares of Restricted Stock originally issued by ABIOMED or (iiy) 75% of if the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of a person or persons with a right to require such registration, by that person or persons. For purposes of making any such reduction, each holder (whether a Holder or Other Holder) which is a partnership, together with the holders affiliates, partners and retired partners of a majority such holder, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the shares of Restricted Stock requested foregoing persons shall be deemed to be registered shall count toward a single holder and any pro rata reduction with respect to such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company holder shall be entitled based upon the aggregate amount of Shares sought to include be sold by all entities and individuals so included in any such holder, and the aggregate reduction so allocated to such holder shall be allocated among the entities and individuals included in such holder in such manner as such partnership may reasonably determine. If the managing underwriter determines and advises in writing that the inclusion in the registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, any shares of Common Stock to be sold by stockholders of ABIOMED would interfere with the Company for its own account, or any issued and outstanding shares marketing of Common Stock the securities to be sold by others except as and ABIOMED, no notice need be given to any Holder pursuant to the extent that, first sentence of this section and no Holder will have the right to include its Shares in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldregistration statement.

Required Registration. (a) At If at any time after the date which is six (6) months from Corporation shall be requested by NEPA to effect the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register registration under the Securities Act of Restricted Shares, the Corporation shall promptly give written notice of such proposed registration to all or any portion holders of outstanding Restricted Securities, and thereupon the Corporation shall promptly use its best efforts as expeditiously as practicable to effect the registration under the Securities Act of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Shares that the shares of Restricted Stock for which registration Corporation has been requested shall constitute at least to register for disposition described in the lesser request of (i) 50% of the total shares said holder or holders of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Securities; provided, however, that the only securities Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) The Corporation shall not be obligated to file and cause to become effective more than one registration statements in which Restricted Shares are registered under the Company shall be required Securities Act pursuant to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares 10.5 and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedsold thereunder. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject Anything contained herein to the approval of the holders of a majority of the shares of Restricted Stock contrary notwithstanding, with respect to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock each registration requested pursuant to this Section 4 on two occasions only10.5, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to Corporation may include in such registration any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; provided, however, that if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares registered by the holder or holders of outstanding Restricted Securities requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 10.6; provided further, however, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to in such registration shall not prevent the extent thatholder or holders of outstanding Restricted Securities requesting such registration from registering the entire number of Restricted Shares requested by them and, in the opinion of event the registration is, in whole or in part, an underwritten public offering and the managing underwriter determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by the Corporation and/or issued and outstanding shares of Common Stock by persons other than the holders of Restricted Securities proposed to be included in such registration would interfere with the successful marketing (if including pricing) of such method securities, then the number of disposition Restricted Shares and such other previously authorized but unissued shares of Common Stock proposed to be included by the Corporation and issued and outstanding shares of Common Stock proposed to be included by persons other than the holders of Restricted Securities shall be an underwritten public offering)reduced, such inclusion would adversely affect first, pro rata among the marketing Corporation and the holders of shares of Common Stock other than the holders of Restricted Stock Securities, based upon the number of shares requested by holders thereof to be soldregistered in such offering, and, thereafter, if necessary, pro rata among the holders of Restricted Securities, based upon the number of Restricted Securities then owned by the holders thereof.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company Subject to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d6.1(b), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 later than 75 days after the effective date Closing Date, subject to receipt of necessary information from the Purchasers, prepare and file with the SEC a registration statement filed by covering the Company covering a firm commitment underwritten public offering in which the holders resale of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) all of the shares of Restricted Stock as to which registration shall have been requestedRegistrable Securities (the “Registration Statement”). (b) Following receipt Notwithstanding anything herein to the contrary, in the event that the Company, in its sole discretion, decides to limit the amount of any notice under this Section 4shares of Common Stock that may be included in the Registration Statement (such number of shares of Common Stock which the Company decides to include in the Registration Statement, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders“Allowable Maximum”), the number of shares of Restricted Stock specified Registrable Securities sought to be included in such notice (the Registration Statement shall be cutback and in all notices received by removed from the Company from other holders within 30 days after Registration Statement until the giving aggregate number of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock Registrable Securities to be sold included in such offering, which approval shall not the Registration Statement equals the Allowable Maximum. Such cutbacks will be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least in the lesser of following order: (i) 50% first there shall be excluded any securities of the total shares of Restricted Stock originally issued Company included or (ii) 75% of to be included in the shares of Restricted Stock specified in notices received as aforesaidRegistration Statement, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun whether pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock piggyback or demand registration rights or otherwise requested to be registered shall count toward such two registration statements which included, other than the holders of Registrable Securities, the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by issued to the Company for its own accountPlacement Agents (the “Placement Agents Shares”), or any issued and outstanding the shares of Common Stock underlying the warrant(s) to be sold by others except as and issued to the extent thatPlacement Agents (the “Placement Agents Warrant Shares”); next (ii) the Placement Agents Warrant Shares shall be excluded; next (iii) the Placement Agents Shares shall be excluded; next (iv) the Warrant Shares shall be excluded; and next (v) the Shares shall be excluded, until the Allowable Maximum is not exceeded. Except as specified in the opinion preceding sentence, any required cutbacks within each of the managing underwriter (if such method of disposition Sections 6.1(b)(iv) and 6.1(b)(v) shall be an underwritten public offering)applied to such Holders pro rata in accordance with the number of Warrant Shares or Shares, respectively, then-held by such inclusion would adversely affect the marketing of the Restricted Stock Holders and sought to be soldincluded in such Registration Statement.

Required Registration. (a) At any time after time, (i) the date which is six (6) months from the date holders of this Agreement, any two (2) Electra Restricted Securities constituting at least a majority of the three total Electra Restricted Securities outstanding at such time (3treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock acting together constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as a group the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Nassau Restricted Stock Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holdersPROVIDED, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 4, 5 or Section 56 hereof, the other holders of Preferred Shares and Stock or Warrants shall be entitled to sell such Preferred Shares and Stock or Warrants to the underwriters for conversion or exercise, respectively, exchange and the sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything such conversion; PROVIDED FURTHER, HOWEVER, that if the Warrants are to be sold to the contrary contained hereinunderwriters, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the shares of Restricted Stock as to which registration shall have been requestedWarrants. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all (i) any holders of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock from whom notice has not been received and (ii) any other holders of Restricted Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the shares of Restricted Stock to be sold in such offeringcase may be, requesting registration under the Securities Act, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall only be obligated to register Nassau Restricted Securities or Primary Restricted Stock pursuant to a demand by each such holder under this Section 4 on two occasions onlyone occasion and shall only be obligated to register Electra Restricted Securities pursuant to a demand by such holder under this Section 4 on one occasion. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Nassau Restricted Stock originally issued Securities, Electra Restricted Securities or (ii) 75% of the shares of Primary Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request . (c) The number of the holders of a majority of the shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the requesting holders based upon the number of shares so requested to be registered shall count toward registered, treating for purposes of such two registration statements which computation (i) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (ii) the holders of Common Warrants, if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Common Warrants, and (iii) the holder of the Series B Warrants, if then outstanding, as the holder of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein; PROVIDED, HOWEVER, if a demand registration is a request by holders of Nassau Restricted Stock have Securities, Electra Restricted Securities or Primary Restricted Securities pursuant to subpart (a) of this Section 4 to register and sell Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the right case may be, in the Initial Public Offering, and the managing underwriters advise the Company in writing that in their opinion the number of (A) Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the case may be, requested to cause be included in the offering, (B) securities desired by the Company to effect be included in such offering and pro rata among the Holders of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, respectively, owned by each such holder, and (C) if permitted hereunder, other securities requested to be included in such offering, exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering, there shall be included in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Nassau Restricted Securities or Electra Restricted Securities, as the case may be, requested to be included in such registration, and PRO RATA among the holders of Nassau Restricted Securities or Electra Restricted Securities, as applicable, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, owned by each such holder, or PRO RATA among the holders of Nassau Restricted Securities and Electra Restricted Securities if such demand registration is a request by holders of Nassau Restricted Securities and holders of Electra Restricted Securities pursuant to subpart (a) of this Section 4 and (iii) third, other securities requested to be included in such registration by holders of the Restricted Stock; PROVIDED, FURTHER, HOWEVER, if a demand registration is a request by holders of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities pursuant to subpart (a) of this Section 4 to register and sell Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the case may be, subsequent to the Initial Public Offering, and the managing underwriters advise the Company in writing that in their opinion the number of (A) Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as applicable, requested to be included in the offering, (B) securities desired by the Company to be included in such offering and PRO RATA among the Holders of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as applicable, owned by each such holder, and (C) if permitted hereunder, other securities requested to be included in such offering, exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering, there shall be included in such registration (i) first, the Nassau Restricted Securities or Electra Restricted Securities, as the case may be, requested to be included in such registration, PRO RATA among the holders of such Nassau Restricted Securities or Electra Restricted Securities, as applicable, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, owned by each holder, or PRO RATA among the holders of Nassau Restricted Securities and Electra Restricted Securities if such demand registration is a request by holders of Nassau Restricted Securities and Electra Restricted Securities pursuant to subpart (a) of this Section 4 (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration. (d) Subject to subpart (c) of this Section 4. (c) The , the Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock to be sold. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained in this Section 4, the Company shall not be required to take any action to effect any registration pursuant to this Section 4: (i) if in the case of the Initial Public Offering, the securities covered by such registration statement will not have an aggregate offering price of at least $25,000,000.00; (ii) if the Company intends in good faith to file a registration statement pertaining to an underwritten public offering of securities for the account of the Company within 90 days after receipt of a notice under Section 4(a), and the Company so notifies the requesting holder of its intention in accordance with Section 6; or (iii) if the holders of a majority of the Additional Restricted Securities have requested pursuant to Section 5 that the Company file a registration statement pertaining to an underwritten public offering of securities at any time within 180 days prior to the receipt by the Company of a notice under Section 4(a).

Required Registration. (a) At any time after February 14, 2009, the date which is six (6) months from the date holders of this Agreement, any two (2) a majority of the three Preferred Shares, including the Common Stock issued on conversion of the Preferred Shares (3) holders of Restricted Stock acting together as a group the “Preferred Registrable Securities”), calculated on an as-converted basis, may request on two (2) separate occasions the Company to register some or all of their Preferred Registrable Securities under the Securities Act all or any portion of if the shares of Restricted Stock held by such requesting holders for sale in anticipated aggregate price to the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event public is not less than 1,500,000 shares of Restricted Stock$8,000,000. For purposes of this Section 4 and Sections 5, 12(aAny request for registration (“Registration Request”) and 12(d), shall specify (A) the term "Restricted Stock" shall be deemed to include the approximate number of shares of Restricted Stock which would Preferred Registrable Securities requested to be issuable to a holder registered and (B) the intended method of Preferred Shares upon conversion distribution of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedshares. (b) Following Within ten days after the receipt of any notice under this Section 4a Registration Request, the Company shall immediately notify all holders of Restricted Stock Registrable Securities from whom notice has not been received and shall use all reasonable efforts shall, subject to register the limitations of this Section 3.1, effect, as expeditiously as is reasonably possible the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock Preferred Registrable Securities specified in such notice (and in all notices received by the Company from other holders within 30 fifteen days after the giving of such notice by the Company). If such method ; provided, that in the case of disposition shall be an underwritten public offering, the Company may designate if the managing underwriter determines that, because of marketing factors all of the Registrable Securities requested to be registered may not be included in the offering, the Company shall include in such registration (i) first, the Preferred Registrable Securities requested to be included in such registration by the Investors, pro rata among the holders thereof on the basis of the number of shares of Preferred Registrable Securities such Investors requested to be included in such registration, and (ii) second, the Registrable Securities requested to be included in such registration by the Principal Stockholders and Key Management pursuant to the incidental registration provisions of Section 3.2 hereof, pro rata among the Principal Stockholders and such members of Key Management on the basis of the number of shares of Registrable Securities the Principal Stockholders and such members of Key Management requested to be included in such registration. (c) The Company will have the right to select one or more underwriters to manage the offering, subject to the approval of the holders reasonable satisfaction of a majority in interest of the shares of Restricted Stock to be sold in such offeringInvestors initially requesting registration, which approval approval, if any be required, shall not be unreasonably withheld, conditioned withheld or delayed. ; provided, that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering of Common Stock, such firms shall be deemed acceptable unless a majority in interest of the Investors initially requesting such registration shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. (d) The Company shall be obligated to register Restricted Stock effect a registration pursuant to this Section 4 3.1 on two occasions only, provided, however, that such obligation and shall not be deemed satisfied only when required to effect a registration statement covering at least the lesser of (i) 50% during the 180-day period following the effective date of the total shares of Restricted Stock originally issued registration statement pertaining to the Company’s initial public offering or (ii) 75% of if the shares of Restricted Stock specified Company delivers notice in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant writing to this Section 4 which is subsequently withdrawn at the request of the holders of a majority Registrable Securities within 30 days of any Registration Request of the shares of Restricted Stock requested Company’s intent to be registered shall count toward such two file a registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4statement within 90 days. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 43.1, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and account but only to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), that such inclusion would will not adversely affect the marketing offering for the account of the Restricted Stock holders of Registrable Securities. Except for registration statements on Form ▇-▇, ▇-▇ or any successors thereto, the Company will not file with the Commission any other registration statement with respect to be soldits Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 3.1 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six time, WCAS VII (6) months from the date of this Agreement, any two (2) on behalf of the three (3) holders of Restricted Stock acting together as a group Stock) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; PROVIDED, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 4paragraph 4(a) above, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and holders of Investor Shares and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock and holders of Investor Shares within 30 20 days after the giving their receipt of such notice by from the Company); PROVIDED, HOWEVER, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock or Investor Shares or both, as the case may be, to be included in such an offering may be reduced (PRO RATA among the requesting holders of Investor Shares and Restricted Stock based on the number of shares of Investor Shares and Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock and Investor Shares, as the case may be, to be sold. If such method of disposition shall be an underwritten public offering, the Company selling holders of at least two thirds of the Restricted Stock included in the offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock and Investor Shares pursuant to this Section 4 paragraph 4(b) on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this paragraph 4(b) shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock and Investor Shares to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) July 31, 2006 and (ii) the date which that is six (6) months from after the first public offering after the date hereof of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company's intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file ▇▇▇▇ ▇▇▇ Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated to each stockholder of the Company on apro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At If at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d)time, the term "Restricted Stock" Corporation shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held requested by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least more than fifty percent (50%) of all Restricted Securities at the shares time outstanding to effect the registration under the Securities Act of Restricted Stock as the Reserved Shares, (assuming the conversion of all Preferred Stock) the Corporation shall promptly give written notice of such proposed registration to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of outstanding Restricted Stock from whom notice has not been received Securities, and thereupon the Corporation shall promptly use all reasonable its best efforts to register effect the registration under the Securities Act, Act of the Reserved Shares which the Corporation has been requested to register for public sale disposition described in accordance with the method request of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (said holder or holders and in all notices any response received by the Company from other holders within 30 45 days after the giving of such the written notice by the Company). If such method of disposition shall be an underwritten public offeringCorporation; PROVIDED, the Company may designate the managing underwriter of such offeringHOWEVER, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval that: (i) The Corporation shall not be unreasonably withheldobligated to file and use its best efforts to cause to become effective any registration statement on or before the earlier of (a) February 1, conditioned 2001 or delayed. (b) 180 days after the consummation of a public offering of shares of Common Stock for cash registered under the Securities Act but excluding the registration of equity securities issued or issuable pursuant to any employee stock options, stock purchasers, stock bonus or similar plan or pursuant to a merger, exchange offer or transactions of the type specified in paragraph (a) of Rule 145 under the Securities Act. (ii) The Company Corporation shall not be obligated to register Restricted Stock file and use its best efforts to cause to become effective more than two registration statements in which Reserved Shares are registered under the Securities Act pursuant to this Section 4 on two occasions only5 (or Section 5 of the Series C Registration Rights Agreement); PROVIDED, provided, howeverHOWEVER, that if Form S-3 is available to the Corporation for the registration of such obligation Reserved Shares, the holders of such Reserved Shares shall be deemed satisfied only when a registration statement covering entitled to an unlimited number of such registrations on Form S-3 (provided that the aggregate amount of the proceeds of any such S-3 offering is at least $1,500,000); (iii) Anything contained herein to the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaidcontrary notwithstanding, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any respect to each registration proceeding begun requested pursuant to this Section 4 which is subsequently withdrawn at the request 5 (or Section 5 of the holders of a majority of Series C Registration Rights Agreement), the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to Corporation may include in such registration any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; PROVIDED, HOWEVER, that if the number of shares of Common Stock so included pursuant to this clause (iii) exceeds the number of shares registered by the holder or holders of outstanding Reserved Shares requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 6 of this Agreement (or Section 6 of the Series C Registration Rights Agreement, as the case may be) and shall not count against the limit in Section 5(ii) of this Agreement (or Section 5(ii) of the Series C Registration Rights Agreement, as the case may be); PROVIDED FURTHER, HOWEVER, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to in such registration shall not prevent the extent thatholders of outstanding Restricted Securities requesting such registration from registering the entire number of Reserved Shares requested by them and, in the opinion of event the registration is, in whole or in part, an underwritten public offering and the managing underwriter determines and advises in writing that the inclusion of all Reserved Shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by the Corporation and/or issued and outstanding shares of Common Stock by persons other than the holders of Restricted Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of such securities, then such other previously authorized but unissued shares of Common Stock proposed to be included by the Corporation and issued and outstanding shares of Common Stock proposed to be included by persons other than the holders of Restricted Securities shall be reduced or excluded from such registration (as the case may be); PROVIDED, HOWEVER, that this Section shall not be construed so as to require the exclusion of any Prior Warrant Shares from any offering if such method exclusion would conflict with the terms of disposition the Prior Warrants. If the inclusion of all such Reserved Shares would still nevertheless so interfere with the successful marketing of such securities, then the number of shares to be registered shall be an underwritten public offeringreduced PRO RATA among the holders of the Reserved Shares; PROVIDED, HOWEVER, that if the amount of Reserved Shares is reduced by more than 25%, then such offering shall not count against the limit in Section 5(ii) (or Section 5(ii) of the Series C Registration Rights Agreement, as the case may be); and (iv) For purposes of clarity, such inclusion would adversely affect the marketing parties acknowledge and agree that Section 5(ii) of this Agreement and Section 5(ii) of the Series C Registration Rights Agreement are intended to provide the holders of the Restricted Stock to be soldSecurities with a total of two demand registrations (not two demand registrations under this Agreement and two demand registrations under the C Registration Rights Agreement for a total of four demand registrations).

Required Registration. (a) At any time after the date which is earlier of (x) six months after the closing of the Company’s Initial Public Offering or (6y) months from the fourth anniversary of the date of this Agreement, any two (2) the Investors who in the aggregate hold at least 50% of the three (3) holders total shares of Restricted Stock acting together as a group then outstanding may by written notice to the Company request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares reasonably anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockpublic offering would exceed $5,000,000. For purposes of this Section 4 2.3 and Sections 5, 12(a) 2.4 and 12(d)2.5, the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2.3 or Section 5Sections 2.4 and 2.5, the holders of Preferred Shares and Warrants shall be entitled to sell such shares of Preferred Shares and Warrants to the underwriters (with the underwriters’ approval) for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any a notice under this Section 42.3(a), the Company shall immediately promptly notify all holders of Restricted Stock the Investors from whom notice has not been received and received. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such any notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders Investors within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated Company’s obligation to register Restricted Stock register, pursuant to this Section 4 2.3, Restricted Stock on two occasions only, provided, however, that such obligation a Registration Statement shall be deemed satisfied only when a registration statement Registration Statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The In any Registration Statement requested pursuant to this Section 2.3, the Company shall be entitled to include in any registration statement referred to in this Section 4include, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if . If such method of disposition shall be an underwritten public offering), offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock to be sold, then the Company shall reduce the number of shares of Common Stock to be sold by the Company for its own account to that number which, in the opinion of the managing underwriter, would not adversely affect the marketing of the Restricted Stock requested to be sold. Except for Registration Statements on Form S-4 or Form S-8, or any successor thereto, or as provided in Section 2.3(b), the Company shall not file with the Commission any other Registration Statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2.3 until the completion of the period of distribution contemplated thereby.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) July 31, 2006 and (ii) the date which that is six (6) months from after the first public offering after the date hereof of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company's intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file with the C▇▇▇▇▇▇▇▇n any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated to each stockholder of the Company on a pro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreementtime, any two (2) of the three (3) holders of Restricted Stock acting together as a group UBS, ITI or Casty may --------------------- request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of -------- Restricted Stock for which registration has been requested shall constitute have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the lesser of (i) 50% of the total shares of Restricted Stock originally issued to "Minimum Offering Price"); provided further that neither ITI -------- ------- nor Casty shall request such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable registration prior to a holder Qualified Public Offering without the consent of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, -------- however, that, in any underwritten public offering contemplated by this Section ------- 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made required to file any registration statement under this Section 4 4, within 180 days such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement filed on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the Company covering a firm commitment managing underwriter of an underwritten public offering in which the holders of Restricted Stock offering, provided that such time period shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot exceed 180 days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter underwriter(s) of such offering, subject to the approval of by the holders of a majority of the shares of Restricted Stock proposed to be sold in such offering, which including the approval shall of UBS (such approval not to be unreasonably withheld, conditioned withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock ----- proposed to be sold by the parties participating in the demand registration of Restricted Stock under this Section 4, pro rata based upon the number of shares --- ---- of Restricted Stock proposed to be sold by such holders; and (ii) second ------ securities held by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of UBS, ITI and Casty on two three occasions only, provided, -------- however, that such obligation shall be deemed satisfied only when a registration ------- statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in demand notices received as aforesaiddelivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares designated in the notice shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4, 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is earlier of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, and (3ii) November 8, 1996, the holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time Within forty-five (45) days after the date which is six (6) months from the date of this Agreement, any two (2) Closing of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions Offering, the Company to register under the Securities Act all shall file a registration statement ("Registration Statement") on Form S-3 (or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(dother suitable form), with the term "Restricted Stock" shall be deemed to include SEC covering the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion resale of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedRegistrable Securities then outstanding. (b) Following receipt If the Registration Statement is not filed with the SEC within forty-five (45) days after the Closing of any notice under this Section 4the Offering, the Company shall immediately notify all holders pay each Investor an amount equal to three percent (3%) per month of Restricted the aggregate amount of Preferred Stock from whom notice has not been received purchased by such Investor in the Offering, compounded monthly and shall use all reasonable efforts to register under accruing daily, until the Securities Act, for public sale in accordance Registration Statement is filed with the method of disposition specified SEC, payable in such notice from requesting holders, cash or in common stock at the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval sole discretion of the holders of a majority of the shares of Restricted Stock to be sold in such offeringHolder, which approval common stock shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall also be deemed satisfied only when a registration statement covering at least "Registrable Securities" for the lesser purpose of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Agreement. (c) The Company shall use its best efforts to have the Registration Statement declared effective by the SEC. (d) If the Registration Statement is not declared effective by the SEC, or otherwise becomes effective within the meaning of the Rules and regulations of the SEC. within one hundred forty-five (145) calendar days after the Closing of the Offering, then the Company shall on the one- hundred forty-sixth day after the Closing of the Offering pay each Investor an amount equal to two percent (2%) of the aggregate amount of Preferred Stock purchased by such Investor in the Offering, payable in cash or in common stock at the sole discretion of the Holder, which common stock shall also be entitled deemed "Registrable Securities" for the purpose of this Agreement. On every thirtieth calendar day thereafter until the Registration Statement becomes or is declared effective, the Company shall pay each Investor an additional amount equal to include two percent (2%) of the aggregate amount of Preferred Stock purchased by such Investor in any registration statement referred the Offering, payable in cash or in common stock at the sole discretion of the Holder, which common stock shall also be deemed "Registrable Securities" for the purpose of this Agreement. Notwithstanding anything to the contrary in this Agreement, no additional payments shall become due under this Section 4, for sale in accordance with 2(d) after the method of disposition specified by three-hundred sixty-fifth (365~) day after the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion Closing of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldOffering.

Required Registration. (a) At any time after July 31, 1999 the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together constituting at least a majority of the total Restricted Stock outstanding at such time (treating for the purpose of such computation the holders of the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred as a group the holders of the Conversion Shares then issuable upon conversion of such Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred), may request on two (2) separate occasions the Company to register under the Securities Act all or any portion at least 51 percent of the shares of Restricted Stock held by such requesting holder or holders (or, if less, Restricted Stock having a reasonably anticipated aggregate price to the public of not less than $5,000,000) for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 4Section4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company); provided, however, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced (pro rata among the requesting holders based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 Section4 on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement or registration statements covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4Section4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph(c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any similar or successor rule of the Commission under the Securities Act is applicable), from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) The Company shall not be obligated: (i) to file and cause to become effective any registration statement within a period of six months after the effective date of any previous registration statement filed by the Company and with respect to which the holders of the Restricted Stock, pursuant to Section 6 hereof, were given the opportunity to include therein all Restricted Stock which was requested by such holders to be included therein. (ii) if the proposed method of disposition is an underwritten public offering and the Company, after diligent efforts in good faith shall have failed to identify a reputable underwriter reasonably acceptable to it, the Company shall not be obligated to act hereunder unless the holder or holders of Restricted Stock can demonstrate to the reasonable satisfaction of the Company that one or more reputable underwriters are ready, willing and able to assist the Company in effecting such offering.

Required Registration. (a) At any The Company shall use its best efforts to file, by the Filing Date, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of the Holders), covering no more than 1,625,000 shares for holders of piggyback rights at the time after the date which is six (6) months from the date of this Agreement, any two (2) plus covering the resale of all of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions Registrable Securities, which Registration Statement, to the Company to register extent allowable under the Securities Act all and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or any portion similar transactions. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrants plus at least One Million (1,000,000) shares of Restricted Stock held by such requesting holders for sale Common Stock. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company is notified (which notice may be given only within sixty (60) days of a Reset Date (as defined in the manner specified in such notice, provided Subscription Agreement)) by a Holder of Registrable Securities relating to the Units that the Registration Statement does not cover a sufficient number of shares of Restricted Common Stock for which registration has been requested shall constitute to effect the resales of a number of shares of Common Stock equal to at least the lesser of (i) 50% one hundred fifty percent (150%) of the total shares sum (the "Maximum Amount") of Restricted Stock originally (a) the number of Unit Shares issued to such holdersHolder, or plus (iib) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Common Stock which that would be issuable to a holder of Preferred Shares such Holder upon conversion exercise of all of its Class II Warrant, and all of its Class I Warrants, including the Reset Warrants, if such Warrant were exercised on the date of such notice by the Holder (a "Registration Shortfall"), the Company shall, within seven (7) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of Preferred Stock held by such holder at such time and the a number of shares of Restricted Common Stock which would be issuable equal to a holder at least two hundred percent (200%) of Warrants upon exercise the Maximum Amount . If for any reason or for no reason, the Registration Statement is not declared effective under the Securities Act on or prior to the Due Date or is not available for resales of all Warrants held by such holder Registrable Securities at such timeanytime thereafter ("Registration Failure Period"), provided, however, that the only securities which the Company shall be required make payments to register pursuant hereto each Holder ("Registration Failure Payments") which shall be shares accrue at the rate of Common Stock2% per month, and providedaccruing daily, furtheron the principal amount of $2,500,000 until the later of (a) the end of such Registration Failure Period or (b) the first Late Registration Reset Date (as defined in the Subscription Agreement), howeverpayable, that, in any underwritten public offering contemplated by this Section 4 or Section 5, at the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale option of the Holder (i) in shares of Common Stock issued upon conversion thereof. Notwithstanding anything ("Additional Shares"), valued at the closing bid price of the Common Stock on the business day immediately prior to the contrary contained hereindelivery of the Additional Shares or (ii) in cash, in each case payable within 5 business days of the last day of the calendar month in which they accrue Notwithstanding the above, no request may Registration Failure Payments shall accrue prior to the Due Date. Such Additional Shares shall also be made under deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-3 for the registration required by this Section 4 within 180 days after the effective date of a registration statement filed during all applicable times contemplated by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedthis Agreement. (b) Following receipt of any notice The Registration Statement shall be prepared as a "shelf" registration statement under this Section 4Rule 415, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use be maintained effective until all reasonable efforts Registrable Securities cease to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4exist. (c) The Company represents that it is presently eligible to effect the registration contemplated hereby on Form S-3 and will use its best efforts to continue to take such actions as are necessary to maintain such eligibility. (d) Notwithstanding anything contained herein to the contrary, the Company shall not be entitled required to include in any registration statement referred to in this Section 4, register additional shares hereunder if such shares are not available for sale in accordance with issuance as a result of the method unavailability of disposition specified by the requesting holders, authorized but unreserved shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldStock.

Required Registration. (a) At any time The Company shall use its best efforts to file, within sixty (60) days after the date which is six (6) months from the date of this Agreement, any two (2) Last Closing of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested Offering and shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 file, within ninety (90) days after the Last Closing of the Offering, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Restricted Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Three Million Five Hundred Thousand (3,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock. For purposes of this Section 4 and Sections 5The Company shall use best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, 12(a) and 12(d), the term "Restricted Stock" which determination shall be deemed made by the Company within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, that the Registration Statement does not cover a sufficient number of shares of Common Stock to include effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Restricted Common Stock which would be issuable to a holder of Preferred Shares each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price (as defined in the Subscription Agreements) then in effect (based upon the average closing price of the Company's Common Stock for the twenty (20) trading days prior to such calculation) and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Preferred Common Stock held by such holder at such time and equal to one hundred fifty percent (150%) of the number of shares of Restricted Common Stock which would be issuable to a holder each Subscriber upon conversion of Warrants all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price (as defined in the Subscription Agreement) then in effect (based upon the average closing price of the Company's Common Stock for the twenty (20) trading days prior to such calculation) and upon exercise of all Warrants the outstanding Warrants. If the Registration Statement is not filed within ninety (90) days after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to one and one-half percent (1 1/2%) per month of the aggregate amount of outstanding Preferred Stock held by such holder at such timeSubscriber, providedaccruing daily until the Registration Statement is filed, howeverpayable in Common Stock, that as set forth below ("Late Filing Payment"). If the only securities which Registration Statement is not declared effective by the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not declared effective within three (3) calendar months of the date it is required to be filed, the Company shall be required pay the Subscribers an amount equal to register one and one-half percent (1 1/2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant hereto to Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be shares of payable in Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5as follows: Upon conversion of each share of Preferred Stock, the holders of Preferred Shares and Warrants Company shall be entitled to sell such Preferred Shares and Warrants issue to the underwriters for conversion or exercise, respectively, and sale Subscriber the number of the shares of Common Stock issued determined as set forth in Section 5(a) of the Certificate of Designation, plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price ; provided that, if the Registration Statement is not declared effective within two (2) months after the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not effective within four (4) months of the date it is required to be filed, any Late Filing Payment or Late Registration Payment not previously paid in Additional Shares shall be payable, in cash by a cashiers check, at the option of the Holder (upon conversion thereof. Notwithstanding anything written request of such Holder, referred to the contrary contained hereinas a "Cash Payment Request"), no request may be made under this Section 4 within 180 later than ten (10) days after the effective date end of a registration statement filed by (i) the Company covering a firm commitment underwritten public offering month in which the holders Company receives the Holder's Cash Payment Request and (ii) any subsequent month(s) for which such amounts accrue (unless the Holder notifies the Company otherwise, in writing). With respect to the Preferred Stock, "Conversion Price" has the definition ascribed to it in the Certificate of Restricted Stock Designation. Such Additional Shares shall have been entitled also be deemed "Registrable Securities" as defined herein. The Company covenants to join pursuant use its best efforts to use Form S-3 for the registration required by this Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedduring all applicable times contemplated by this Agreement. (b) Following receipt of any notice The Registration Statement shall be prepared as a "shelf" registration statement under this Section 4Rule 415, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use be maintained effective until all reasonable efforts Registrable Securities cease to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4exist. (c) The Company shall be entitled represents that it is presently eligible to include in any effect the registration statement referred contemplated hereby on Form S-3 and will use its best efforts to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock continue to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock take such actions as are necessary to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if maintain such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldeligibility.

Required Registration. (a) At If the Company shall receive from a majority in interest of the ▇▇▇▇▇ Holders or a majority in interest of the Metalmark Holders, at any time after the date which is six one hundred eighty (6180) months days from the date of this Agreement, any two (2) the consummation of the three (3) holders of Restricted Stock acting together as Company’s Initial Public Offering, a group may written request on two (2) separate occasions that the Company file a registration statement with respect to register such Stockholders’ Registrable Shares, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Stockholders, and subject to the limitations of this Section 3.1, use its commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act all or any portion of the shares sale of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided all Registrable Shares that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued Stockholders request to such holdersbe registered, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include pro rata based upon the number of shares Registrable Shares owned by each such Stockholder requesting inclusion at the time of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, registration; provided however, that if the only securities which managing underwriter, if any, advises the Company shall be required to register pursuant hereto shall be shares that the inclusion of Common Stockall Primary Shares, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Registrable Shares and Warrants shall Other Shares requested to be entitled included in such registration would interfere with the successful marketing (within a price range acceptable to sell such Preferred Shares and Warrants to the underwriters holders a majority of Registrable Securities that have been requested for conversion or exercise, respectively, and sale inclusion) of the shares of Common Stock issued proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the order set forth below: (i) first, the Registrable Shares owned by the Stockholders requesting that their Registrable Shares be included in such registration pursuant to the terms of this Section 3.1, pro rata based upon conversion thereof. the number of Registrable Shares owned by each such Stockholder requesting inclusion at the time of such registration; and (ii) second, the Primary Shares; (iii) third, the Other Shares. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, no a Stockholder may request may that the Company register the sale of such Registrable Shares on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, if the Company is a WKSI, an Automatic Shelf Registration Statement. All long-form registrations shall be made under underwritten registrations. The Stockholders of a majority of the Registrable Shares initially requesting registration hereunder shall have the right to select the investment banker(s) and manager(s) to administer the offering with the consent of the Company (which consent shall not be unreasonably withheld conditioned or delayed.) The Company shall not be obligated to take any action to effect any such registration: (i) if the request comes from a majority in interest of the Metalmark Holders, after it has effected (a) three (3) such registrations pursuant to this Section 4 3.1 on behalf of the Metalmark Holders; provided, however, that a majority in interest of the Metalmark Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the Metalmark Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (ii) if the request comes from a majority in interest of the ▇▇▇▇▇ Holders, after it has effected (a) three (3) such registrations pursuant to this Section 3.1 on behalf of the ▇▇▇▇▇ Holders; provided, however, that a majority in interest of the ▇▇▇▇▇ Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the ▇▇▇▇▇ Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (iii) within 180 one hundred eighty (180) days of a registration pursuant to this Section 3.1 that has been declared or ordered effective; (iv) during the period starting with the date sixty (60) days prior to its good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of of, a Company-initiated registration (other than a registration relating solely to the sale of Securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement filed to become effective; (v) where the registration is on a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than twenty five million dollars ($25,000,000); (vi) where the registration is on a form other than a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than fifty million dollars ($50,000,000); or (vii) if the Company shall furnish to such Stockholders a certificate signed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) CEO or President of the shares Company stating that in the good faith judgment of Restricted Stock as the Board of the Company it would be seriously detrimental to which the Company and its equity holders for such registration shall have been requested. (b) Following receipt statement to be filed at the time filing would be required and it is therefore essential to defer the filing of any notice under this Section 4such registration statement, the Company shall immediately notify all holders have the right to defer such filing for a period of Restricted Stock from whom notice has not been received and more than one hundred twenty (120) days after receipt of the request of the Stockholders, provided that the Company shall use all reasonable efforts to register under the Securities Act, for public sale not defer its obligation in accordance with the method of disposition specified this manner more than once in any twelve (12) month period; provided further that in such notice from requesting holdersevent, the number Stockholders of shares Registrable Securities initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of Restricted Stock specified in the permitted registrations hereunder. (c) At any time before the registration statement covering such notice (and in all notices received by Registrable Shares becomes effective, the Stockholder so requesting such registration may request the Company from to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by such Stockholder, in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other holders within 30 days after Person to such holders) by such Stockholder at the giving of time their request was made, or other material facts not known at the time such notice by request was made, or (ii) a material adverse change in the Company). If financial markets, such method of disposition Stockholder shall be an underwritten public offering, the Company may designate the managing underwriter deemed to have used one of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this its registration rights under Section 4 on two occasions only, 3.1(a); provided, however, that such obligation withdrawn registration shall be deemed satisfied only not count as a requested registration pursuant to Section 3.1(a) if the Company shall have been reimbursed (in the absence of any agreement to the contrary, pro rata by such Stockholder) for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration. (d) To the extent an Automatic Shelf Registration Statement has been filed under Section 3.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new Automatic Shelf Registration Statement covering the Registrable Securities that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement covering at least effective during the lesser of period during which such registration statement is required to be kept effective. (e) If, after it has become effective, (i) 50% such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the total shares of Restricted Stock originally issued or Registrable Shares covered by such registration statement have been sold pursuant thereto), (ii) 75% such registration requested pursuant to Section 3.1(a) becomes subject to any stop order, injunction or other order or requirement of the shares of Restricted Stock Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in notices received as aforesaidthe purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, for sale in accordance with the method other than by reason of disposition specified some act or omission by the Stockholder requesting holdersregistration, such registration shall have become effective; provided, further, however, that any not count as a requested registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 43.1(a). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.