Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time after 180 days from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from July 23, 2008, the date holders of a majority of the issuance and sale of the Preferred StockConversion Shares, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register some or all of their Registrable Securities under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless if the anticipated aggregate offering price, net price to the public is not less than $8,000,000. Any request for registration (“Registration Request”) shall specify (A) the approximate number of underwriting discounts shares of Registrable Securities requested to be registered and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv(B) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand intended method of Doubletree, or (b) more than two registration statements at the demand distribution of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"such shares. (b) As soon as practicable following Within ten days after the receipt of a Registration Request, the Company will use its best efforts shall immediately notify all holders of Registrable Securities (other than Registrable Securities held by Key Management and Principal Stockholders) from whom notice has not been received and 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 Registration Requestnotice from requesting holders, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 15 days after their receipt the giving of such notice delivered by the Company). In the event that any registration pursuant to this Section 4 hereof). 3.1 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriters advise the Company in their opinion that the number of securities to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within the price range acceptable to the Company, then the number of Registrable Securities included in such offering may be reduced, prorate among the Registrable Securities requested to be included in such offering. (c) The Company will also have the right to select one or more underwriters to manage the offering, subject to the reasonable satisfaction of a majority in interest of the holders of the Conversion Shares initially requesting registration, which approval, if any be required, shall not be unreasonably 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 holders the Conversion Shares 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 effect a registration pursuant to this Section 3.1 on two occasions only, and shall not be required to effect a registration if the Company delivers notice in writing to the holders of Registrable Securities within 30 days of any Registration Request of the Company’s intent to file a registration statement within 90 days. (e) The Company shall be entitled to include in any registration statement filed pursuant referred to a Registration Requestin this Section 3.1, for sale in accordance with the method of disposition specified in such Registration Requestby requesting holders, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant by the Company for its own account but only to the extent that such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf inclusion will not adversely affect the offering for the account of the Company shall be reduced (to zero, if necessary); (ii) The number holders of shares of Eligible Securities to be registered Registrable Securities. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successors thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 3.1 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after 180 days from the date of the issuance If and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to whenever the Company shall receive a written request that therefor from Initiating Holders, the Company agrees to prepare and file and use its best efforts to cause to become effective promptly a registration statement under the Securities Act with respect to such number covering the shares of Registrable Securities which are the Eligible Securities owned by Doubletree or the Investors as shall be specified in subject of such request (a "Registration Request"); provided, however, that the Company shall not be obligated and agrees to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause such registration statement to become effectiveeffective as expeditiously as possible. Upon the receipt of such request, pursuant the Company agrees to a Registration Request under this Section 2, (a) more than two give promptly written notice to all Holders of Registrable Securities that such registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investorsis to be effected. The party or parties delivering a Registration Request is hereinafter referred Company agrees to as the "Requesting Holder." The second Registratio Request made include in such registration statement such shares of Registrable Securities for which it has received written requests to register such shares by the Investors may be identified by Holders thereof within thirty (30) days after the Requesting Holder as a "Priority Demand"receipt of written notice from the Company. (b) As soon The Company shall be obligated to prepare, file and cause to become effective only one Form S-3 registration statements pursuant to this Section 2. (c) The Company shall not be required by this Section 2 to effect a registration of Registrable Securities pursuant to any registration statement, other than on Form S-3. (d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as practicable following a part of their request made pursuant to this Section 2, and the receipt Company agrees to include such information in its written notice referred to in Section 2(a). In such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Holders of a Registration RequestMajority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities to be included in such registration. (e) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company will use its best efforts to register under and the Holders of Registrable Securities Act, for public sale in accordance with the method of disposition specified participating in such Registration Request, registration in writing that in its good faith judgment the number of shares of Eligible Registrable Securities specified requested to be included in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of exceeds the number of shares of Common Stock covered by any Registrable Securities which can be sold in such registrationoffering, then (i) the number of shares of Common Stock Registrable Securities and other securities so requested to be registered and sold pursuant to such registration included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be included pursuant to demand registration rights granted by the Company in accordance with Section 7 of the December 17, 1997 Agreement, as follows: may be amended and restated from time to time, as defined in Section 7 hereof, in an offering initiated upon the exercise of such rights, and except for shares to be issued by the Company in an offering initiated by the Company, which shall have priority over the shares of Registrable Securities), and (iii) The such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Eligible Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement. Those Registrable Securities and other securities which are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (180) days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering. (f) If the managing underwriter has not limited the number of Registrable Securities to be registered on behalf underwritten, the Company and, subject to the requirements of Section 7 hereof, other holders of the Company shall be reduced Company's securities may include securities for its (to zero, or their) own account in such registration if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts the managing underwriter so agrees and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Registrable Securities held by each; and (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 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 anyRegistration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall which would otherwise 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, the Investors requesting inclusion of Eligible Securities included 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 pursuant to clause 2(a) above shall and underwriting will not thereby be increased by onelimited. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At If at any time prior to December 22, 2010 and more than 90 days after 180 days from the date occurrence of a Change of Control, any one or more Qualified Holders of any portion of this Warrant or any Underlying Shares acquired through the issuance exercise of this Warrant (for purposes of this Section 10, a Holder of this Warrant shall be deemed to be the Holder of a number of Underlying Shares equal to the number of shares of Common Stock issuable on exercise of such Warrant) may request the Company to effect the registration under the Securities Acts of all (but not less than all) of such Underlying Shares, and sale of the Preferred StockCompany shall, (i) Doubletreeas expeditiously as practicable, file with the Commission a registration statement under the Securities Act on Form S-2, or (ii) Investors holding at least 50% other appropriate form, covering such shares for disposition in accordance with the intended method of the shares of the Preferred Eligible Securities may deliver disposition to the Company a written request be made by such Qualified Holders; provided, however, that the Company shall be obligated to file and use its best efforts to cause to become effective only one registration statement pursuant to this Section 10(a) covering Underlying Shares acquired through the exercise of this Warrant. The Company will, upon request, furnish any Qualified Holder with a list of all Qualified Holders for the purpose of enabling such Qualified Holders to solicit the joinder of other Qualified Holders in any request contemplated hereunder, and, in the event that there shall be submitted to the Company a request obligating the Company to file a registration statement under hereunder, the Securities Act with respect Company will promptly notify each and every Qualified Holder to that effect in order to afford such number of Qualified Holders the Eligible Securities owned by Doubletree or the Investors as shall be specified opportunity to join in such request (a "Registration Request"); provided, however, that registration. Any Qualified Holder of any part of this Warrant or Underlying Shares acquired through the Company shall not be obligated exercise of this Warrant receiving such notice and failing to effect any join in such registration shall, if such registration is effected, have no further rights under this Section 10(a). If an offering pursuant to subsection (iithis Section 10(a) 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) and 2(b)(v) hereofis made through underwriters, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, select the managing underwriter or underwriters must be reasonably acceptable underwriter, subject to both approval of the Requesting Holder, or Qualified Holders participating therein (by vote of the holders of a majority of the Eligible Securities held Underlying Shares to be offered by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the CompanyQualified Holders), which acceptance approval shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At Subject to Section 4(b) below, at any time after 180 days from the earlier of the third anniversary of the date of this Agreement or six months after the issuance and sale closing of an initial public offering, the holders of Restricted Stock constituting at least 40% in interest of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities Conversion Shares then outstanding may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned by Doubletree or the Investors as shall be specified Restricted Stock (but not less than an amount of Restricted Stock that would result in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless the an anticipated aggregate offering price, net of underwriting discounts and commissionsselling expenses, would exceed of ten million dollars ($20,000,00010,000,000)) for sale in the manner specified in such notice. Except Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of any registration statement on Form S-1 filed by the Company. All registration pursuant to this Section 4(a) are referred to herein as otherwise provided in “Demand Registrations.” (b) Following receipt of any notice under this Section 2(b)(iv) and 2(b)(v) hereof4, 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 required entitled within 30 days thereafter to file and request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such Registration Requestparagraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall not be entitled obligated to include in effect, or to take any action to effect, any registration statement filed of Restricted Stock pursuant to this Section 4 after the Company has effected registrations on two occasions pursuant to Section 4(a) and such registrations have been declared or ordered effective; provided, however, that a Registration Request, registration shall be deemed to be effected only when a registration statement covering at least 85% of the shares of Conversion Shares specified in notices received as aforesaid for sale in accordance with the method of disposition specified in by the requesting holders shall have become effective or if such Registration Request, such number registration statement has been withdrawn prior to the consummation of shares the offering at the request of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held Conversion Shares to be registered pursuant thereto (other than as a result of a Material Adverse Change). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by all parties comprising the Requesting Holder if more than one party is the Requesting HolderCompany for its own account, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 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 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 opinion of the managing underwriter or underwriters (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 the method of disposition any, shall be excluded only after any shares to be sold by the Company have been excluded. (e) Unless the holders requesting a Demand Registration have been able to include all of the Restricted Stock requested by such holders in such Demand Registration, the Company shall not include in such Demand Registration any securities which are not Restricted Stock. If a Demand Registration is an underwritten public offering)offering and the managing underwriters advise the Company in writing that in their opinion the number of shares of Restricted Stock and, marketing considerations require if permitted hereunder, other securities requested to be included in such registration exceeds the reduction number which can be sold in an orderly manner in such offering within a price range reasonably acceptable to the holders of Conversion Shares making such Demand Registration, the Company shall include in such registration: (i) first, Conversion Shares pro rata among the holders of such Conversion Shares on the basis of the number of Conversion Shares owned by such holders, (ii) the Restricted Stock other than Conversion Shares, pro rata among the holders of such Restricted Stock other than Conversion Shares on the basis of the number of shares (other than Conversion Shares) owned by such holders, and (iii) third, securities for the Company’s account and (iv) fourth, other securities which are not Restricted Stock requested to be included in such registration pursuant to contractual obligation rights, pro rata among the holders thereof on the basis of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 Priority Demand the number of shares of Eligible Securities their 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 zeroincluded therein. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from six months after the date of the issuance and sale of the Preferred StockCompany’s initial public offering, (i) Doubletree, or (ii) Investors Right Holders holding Registrable Shares constituting at least 50% in interest of the shares of the Preferred Eligible Securities all Registrable Shares then outstanding may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned Registrable Shares held by Doubletree such requesting Right Holder or Right Holders for sale in the Investors as shall be manner specified in such request (a "Registration Request")notice, provided that the reasonably anticipated aggregate price to the public of such offering would exceed $5,000,000. For purposes of this Section 4 and Sections 5, and 6 the only securities which the Company shall be required to register shall be Registrable Shares; provided, however, that that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the Company holders of Preferred Stock shall not be obligated entitled to effect any sell such registration pursuant Preferred Stock to subsection (ii) on behalf the underwriters for conversion and sale of the Investors unless shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the anticipated aggregate offering pricecontrary contained herein, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not no request may be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two 4 within 180 days after the effective date of any registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made statement on Form S-1 filed by the Investors may be identified by the Requesting Holder as a "Priority Demand"Company. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify all Right Holders from whom notice has not been received and such Right 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 Registrable Shares. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such Registration Requestparagraph (a) above, the number of shares of Eligible Securities Registrable Shares specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from other Right Holders within 20 30 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be entitled obligated to include in register Registrable Shares pursuant to this Section 4 on two occasions only (except for on Form S-3 or any equivalent successor form); provided, however, that such obligation shall be deemed satisfied only when a registration statement filed pursuant to a Registration Request, covering all Registrable Shares specified in notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting Right Holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of Right Holders holding a majority in interest of the Registrable Shares to be covered by such Registration Requestregistration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such number method of disposition is a firm commitment underwritten public offering, all such Registrable Shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if managing underwriter, such inclusion would adversely affect the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock Registrable Shares to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 2 within 4 until the date that is 180 days following any underwritten public offering of Common Stock or of securities after completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after 180 days from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, Any Holder or (ii) Investors holding Holders owning at least 5015% of the shares of Registrable Securities then outstanding, will have the Preferred Eligible Securities may deliver right, by written notice (the “Registration Notice”) to the Company a written request that Company, to require the Company file and to use its best reasonable efforts to cause to become effective a registration statement register (the “Required Registration”) under the Securities Act Registrable Securities with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless the an anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed of at least $20,000,00050,000,000; provided that the Company will be obligated to register such Registrable Securities pursuant to this Section 10(a) on only two occasions, as long as each Holder will have been given notice of and the opportunity to participate in each such registration. Except as The Company will be entitled to sell shares of Voting Securities (to be newly issued or from shares held in treasury) pursuant to such Required Registration and any Holder will be entitled to sell any shares of Voting Securities held by such Holder which are not Registrable Securities (the “Additional Securities”); provided, that if the managing underwriter will advise the Company in writing that, in its opinion, the number of securities requested and otherwise provided proposed to be included in Section 2(b)(iv) and 2(b)(v) hereofsuch offering exceeds the number that can be sold without adversely affecting the marketability of the offering, the Company shall not will include in such registration to the extent of the number which the Company is so advised can be required sold in such offering, first, the Registrable Securities the requesting Holders propose to sell in such registration; second, the Additional Securities that any Holders propose to sell in such registration; and third the Registrable Securities of the Company that the Company proposes to include in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the SEC and use its best reasonable efforts to cause to become effectiveeffective promptly, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register statement under the Securities Act, for public sale in accordance with Act registering the method of disposition specified in such Registration Request, the number of shares of Eligible Registrable Securities specified in such the Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 eachNotice; provided, however, that the Company will be entitled to defer any such filing (i) which would result in connection with a Priority Demand the number an effective registration statement within six months 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock an underwritten offering by the Company pursuant of its equity securities for its own account or (ii) for a period of up to Section (vi)(a) 180 days upon a determination by the Board of Directors that the Certificate filing of Designation constitute a Registration Request allocable 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 such time would be detrimental to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities of the Company convertible into due to the pendency of a material acquisition or exercisable financing or exchangeable for Common Stockother reasonable cause.

Required Registration. (a) At Subject to Section 2(b), if the Company shall be requested by a Holdings Shareholder Majority at any time after 180 days from to effect the date registration under the Securities Act of the issuance and sale of the Preferred StockRegistrable Shares, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file and shall use its best efforts to cause to become effective a promptly effect the registration statement under the Securities Act with respect of the Registrable Shares which the Company has been so requested to register (as well as any other Registrable Shares requested to be registered by any other Shareholder who was previously a member of Holdings, following notice of such request by a Holdings Shareholder Majority). The number of the Eligible Securities owned by Doubletree or the Investors as requests permitted pursuant to this Section 2(a) shall be specified unlimited. (b) Anything contained in such request (a "Registration Request"); providedSection 2(a) to the contrary notwithstanding, however, that the Company shall not be obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the following provisions: (i) with respect to any registration pursuant to this Section 2, the Company may include in such registration any Primary Shares or Other Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would materially 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, all Registrable Shares requested to be included in such registration by the Shareholders who requested such registration pursuant to subsection Section 2(a), pro rata among such requesting Shareholders based on the number of Registrable Shares requested by each such requesting Shareholder to be so registered; (B) second, all Registrable Shares requested to be included in such registration by the other Shareholders who requested the inclusion of their Registrable Shares in such registration pursuant to Section 3, pro rata among all such Shareholders based on the number of Registrable Shares requested by each such Shareholder to be so registered; (C) third, the Primary Shares; and (D) fourth, the Other Shares; (ii) on behalf of at any time before 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) and 2(b)(v) hereofRegistration Statement covering Registrable Shares becomes effective, the Company shall not be required to file and use its best efforts to cause to become effective, Shareholder or group of Shareholders which requested such registration pursuant to Section 2(a) may request that the Company withdraw or not file the Registration Statement; and (iii) the Company may, at its sole option, elect to satisfy a request for a Registration Request under this pursuant to Section 2, (a2(a) more than two registration statements at the demand of Doubletree, on Form S-2 or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register Form S-3 promulgated under the Securities ActAct (or any successor forms thereto), for public sale in accordance with if use of any such forms are then available to the method of disposition specified in such Registration RequestCompany; provided that, if the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered proposed registration pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is 2(a) involves an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the Investors requesting inclusion of Eligible Securities include in such registration shall experience a reduction in the number of statement such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock additional information as reasonably requested by the Company pursuant to Section requesting Shareholders and/or such underwriter (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) abovewhether or not such information is required by Form S-2 or S-3, as applicable). (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.

Required Registration. (a) At any time after the date that is 180 days from following the date of the issuance and sale underwriting agreement for the Initial Offering, holders of at least fifty percent (50%) of the Preferred Stock, (i) Doubletree, total shares of Registrable Securities then outstanding may request that the Company register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request"); providednotice, however, provided that the Company shall not reasonably anticipated price to the public of such shares would be obligated to effect at least $7,500,000 (before deducting any such registration pursuant to subsection Selling Expenses (ii) 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 defined in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"2.7)). (b) As soon as practicable following the Following receipt of a Registration Requestany notice under Section 2.3(a), the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities, subject to the limitations set forth in this Section 2.3(c). The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestthe notice from requesting holders described in paragraph (a) above, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant by such holders, subject to the limitations set forth in Section 4 hereof2.3(c)). The Company will also shall be entitled obligated to register Registrable Securities pursuant to this Section 2.3 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all of the shares of Registrable Securities requested to be included in such registration by the holders of Registrable Securities in accordance with the method of disposition specified by the requesting holders shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2.3 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 2.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, the Company shall designate the managing underwriter of such offering, which underwriter shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in any such underwriting all or a part of the Registrable Securities it holds, subject to the limitations required by the managing underwriter as provided for in Section 2.3(d) below. (d) A registration statement filed pursuant to a Registration Requestthis Section 2.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by persons who by virtue of agreements with the Company in compliance with the provisions of Section 2.13 hereof are entitled to include such shares in such registration (the “Other Stockholders”), in each case for sale in accordance with the method of disposition specified in by the requesting holders. If such Registration Requestregistration shall be underwritten, such number of shares of Common Stock as the Company and Other Stockholders proposing to distribute their shares through such underwriting shall desire to sell for its own account. If enter into an underwriting agreement in customary form with the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion representative of the underwriter or underwriters (if selected for such underwriting on terms no less favorable to the method Company and such Other Stockholders than the terms afforded the holders of disposition shall be an underwritten public offering), Registrable Securities. If and to the extent that the managing underwriter determines that marketing considerations factors require the reduction of a limitation on the number of shares to be included in such registration, then the shares of Common Stock covered held by any such registration, the number of Other Stockholders (other than Registrable Securities) and shares of Common Stock to be registered and sold pursuant to by the Company for its own account shall be excluded from such registration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be reduced as follows: (i) The applied first to the shares held by the Other Stockholders to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a further limitation of the number of shares of Eligible Registrable Securities to be registered under this Section 2.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities; provided however that all Registrable Securities that were originally issued as Common Stock shall be excluded before excluding any Registrable Securities that were originally issued as Preferred Stock. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the Company underwriter’s marketing limitation shall be reduced (included in such registration. If any holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such holder of securities may elect to zero, if necessary); (ii) withdraw therefrom by written notice to the Company and the managing underwriter. The number of shares of Eligible Securities to securities so withdrawn shall also be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e Trusts and -▇ or any comparable forms or successors thereto or another form not available for registering the Fix Partnership shall be reduced (to zero, if necessary) pro rata according Registrable Securities for sale to the number of shares of Eligible Securities held by each; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2public, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 2.3 until one hundred eighty (180) days following after the effective date of such registration, subject to the terms and conditions of this Agreement. (e) If at the time of any underwritten public offering of Common Stock or of securities request to register Registrable Securities pursuant to this Section 2.3, the Company is engaged in any activity which, in the good faith determination of the Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company convertible into or exercisable or exchangeable may, at its option, direct that such request be delayed for Common Stocka period not to exceed ninety (90) days from the date of a request for registration, such right to delay a request to be exercised by the Company not more than once in any one (1)-year period.

Required Registration. (a) At any time after 180 days from If the date Registrable Securities have not been included in a Registration Statement which has been declared effective by the Commission in accordance with Section 2.2 herein, the holders of at least a majority of the issuance and sale outstanding Registrable Securities can request the Company to effectuate the Registration of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to Registrable Securities. If the Company receives such a written request that request, the Company file shall promptly give written notice of such proposed Registration to all holders of Registrable Securities, and thereupon the Company shall promptly use its best efforts to cause to become effective a registration statement under effectuate the Securities Act with respect to such number Registration of the Eligible Registrable Securities owned that the Company has been requested to Register for disposition as described in the request of such holders of Registrable Securities and in any response received from any of the holders of Registrable Securities within thirty (30) days after the giving of the written notice by Doubletree or the Investors as shall be specified in such request (a "Registration Request")Company; provided, provided however, that the Company shall not be obligated to effect effectuate any such registration 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 to subsection this Section 2.1. (iib) on behalf of Notwithstanding 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) and 2(b)(v) hereofforegoing, the Company may include in each such Registration requested pursuant to this Section 2.1 any authorized but unissued shares of its capital stock (or authorized treasury shares) for sale by the Company or any issued and outstanding shares of Common Stock for sale by others. (c) The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 Statement pursuant to this Section 2 within 180 2.1: for ninety (90) days following any underwritten public offering of Common Stock or of securities of after the request for Registration under this Section 2.1 if the Company convertible into is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, or exercisable such shorter period ending on the date, whichever first occurs, that such transaction is publicly disclosed, abandoned or exchangeable for Common Stockconsummated.

Required Registration. (a) At any time after 180 days from the date The Holders of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding Registrable Shares constituting at least 5051% of the total shares of the Preferred Eligible Securities Registrable Shares then outstanding may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned Registrable Shares held by Doubletree such requesting Holder or Holders for sale in the Investors as shall be manner specified in such request (a "Registration Request"); providednotice, however, provided that the Company Registrable Shares for which registration has been requested shall not be obligated to effect any such registration constitute at least 25% of the total Registrable Shares originally issued pursuant to subsection (ii) on behalf the Repurchase Agreement if such Holder or Holders shall request the registration of less than all Registrable Shares then held by such Holder or Holders. Notwithstanding anything to the Investors unless the anticipated aggregate offering pricecontrary contained herein, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not no request may be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two 4 within 180 days after the effective date of a registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made statement filed by the Investors may be identified by Company covering a firm commitment underwritten public offering in which the Requesting Holder as a "Priority Demand"Holders of Registrable Shares shall have been entitled to join pursuant to Section 5 or 6 and in which there shall have been effectively registered all Registrable Shares to which registration shall have been requested. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify all Holders of Registrable Shares from whom notice has not been received and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting Holders, the number of shares of Eligible Securities Registrable Shares specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from other Holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the Holders of a majority of the Registrable Shares to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be obligated to register Registrable Shares pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement, which covers all Registrable Shares specified in notices received as aforesaid and with respect to which the request for registration has not been withdrawn and provides for sale of such shares in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement filed pursuant referred to a Registration Requestin this Section 4, for sale in accordance with the method of disposition specified in such Registration Requestby the requesting Holders, such number of shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by Registrable Shares to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any such registrationsuccessor thereto, the number 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 shares other stockholders, from the date of Common Stock to be registered and sold receipt of a notice from requesting Holders pursuant to such registration shall be reduced as follows: this Section 4 (the "Demand Holders") until the first to occur of (i) The number withdrawal of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); such registration statement or (ii) The number the effectiveness of shares such registration statement unless such registration statement relates to a firm commitment underwritten public offering, then the completion of Eligible Securities to be registered on behalf the period of DeBo▇▇, ▇▇e Trusts and distribution of the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; and (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 eachregistration contemplated thereby; provided, however, that in connection with following receipt of any notice under this Section 4, the Company shall immediately notify all holders of the Company's Common Stock who have contractual rights to demand registrations pursuant to the terms of any other registration rights agreement to which the Company is a Priority Demand party. Upon the written request of such demand rights holders constituting the requisite percentages of shares to initiate a demand under such other registration rights agreement specifying the number of shares of Eligible Securities requested to be registered on behalf registered, which request shall be deemed to be an exercise of a demand right under the terms of the Investors registration rights agreement to which they are parties, such demand rights holders shall only be reduced after deemed to be Demand Holders and the number of shares requested to be registered by Doubletree has been reduced such Demand Holders shall be deemed to zerobe Registrable Shares, in each case, for purposes of Section 4(d), provided that such written request is received by the Company within 30 days of the giving of notice by the Company. (ivd) Notwithstanding If, in the foregoing, if in connection with anyRegistration Request made by Doubletreeopinion of the managing underwriter, the number inclusion in a registration statement to be filed under this Section of Eligible Securities any shares other than the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such shares, then, in such event (a) such other shares may be included in such registration only if all of the Registrable Shares requested to be registered by Doubletree Demand Holders hereunder are included, and (b) such other shares shall have been reducedbe subject to the provisions of Section 5 and the first sentence of Section 4(c) as to priority of inclusion. If, in the opinion of the managing underwriter, the inclusion of the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such Registrable Shares, Registrable Shares to be sold by the Demand Holders shall be excluded in such manner that the Registrable Shares to be excluded shall first be the Registrable Shares of Demand Holders who are not affiliates (as defined in Rule 144 of the Securities Act) of the Company (the "Affiliate Holders") and whose Registrable Shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining Registrable Shares of the Demand Holders who are Affiliate Holders or whose Registrable Shares are not then saleable under Rule 144(e) or Rule 144(k), provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of Registration Requests granted shares which may be sold by requesting Holders to Doubletree pursuant less than 25% of the shares 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, the Investors requesting inclusion of Eligible Securities sold 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 pursuant to clause 2(a) above shall be increased by oneoffering. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from a. If within twelve months of the effective date of the issuance Company's initial registration for its Public Offering (the "Time Period") the Company has not filed and sale of the Preferred Stock, caused to be declared effective a Registration Statement (ias defined in Section 9 below) Doubletree, or (ii) Investors holding at least 50% of so that all the shares of the Preferred Eligible Securities may deliver Common Stock issued to the Company a written request that the Company file Shareholders are eligible to be offered and use its best efforts to cause to become effective a registration statement sold under the Securities Act with respect to such number (as defined in Section 9 below), the holder(s) of a majority of the Eligible Securities owned by Doubletree or Registrable Shares (as defined in Section 9 below), provided that the Investors as Company is eligible to register securities on Form S-3, shall be specified in such have the right, any time after the Time Period, to request registration (a "Registration RequestDemand Registration"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with of any and all Registrable Shares, upon the method of disposition specified in such Registration Requestterms, and subject to the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof)conditions, set forth herein. The Company will also be entitled covenants and agrees to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by timely file 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock reports required to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock filed by the Company pursuant to the Exchange Act (as defined in Section (vi)(a9 below) during the term of this Agreement. b. One or more Shareholders holding a majority of the Certificate of Designation constitute Registrable Shares (the "Initiating Shareholders") may elect to exercise the right to request a Demand Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 21 by furnishing the Company with written notice thereof (a "Demand Notice"). Upon receipt by the Company of a Demand Notice, 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 promptly notify each other Shareholder in writing of the Demand Notice received by the Company. Upon receipt of such notice from the Company convertible into or exercisable or exchangeable for Common Stock.(the "Company Notice"), each such Shareholder may give the Company a written

Required Registration. (a) At any time after 180 days from the date earlier of the issuance and sale of the Preferred Stock, (i) Doubletree, or expiration of the six (6) month period following the closing of the Company’s Qualified Public Offering and (ii) Investors holding at least 50% the first (1st) anniversary of the date hereof, one or more of the holders of Registrable Securities constituting a majority of the total shares of Registrable Securities then outstanding may request that the Company register for sale under the Securities Act up to all of the shares of Registrable Securities held by such holders in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"notice. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4.1(a), the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof)notice. The Company will also shall be entitled obligated to register the Registrable Securities pursuant to this Section 4.1 on one (1) occasion only. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Company’s Board of Directors (the “Board”) shall designate the managing underwriter of such offering. A holder may elect to include in any such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to a Registration Requestthis Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by officers or directors of the Company, in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company and such officers and directors proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers or directors than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such Registration Requestregistration, such number of exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and second, to the shares of Common Stock as of the Company shall desire to sell be included for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of determines that marketing factors require a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction further limitation of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. If any holder of Registrable Securities, officer or director who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4.1 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stockone hundred twenty (120) days after the effective date of such registration, whichever is later.

Required Registration. (a) At any time after 180 days from the date Initial Public Offering, one or more of the issuance and sale holders of Series A Shares (the "Series A Investors") constituting at least 20% of the Preferred Stock, total number of Registrable Securities then outstanding and held by the Series A Investors (ior their "permitted transferees" (as defined in the Amended Articles)) Doubletree, may request the Company to register for sale under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf proposed offering price 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) and 2(b)(v) hereof, the Company shall not Registrable Securities held by such holder or holders must be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"least US$5,000,000. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 3.3, the Company will shall promptly notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 180 days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also shall be entitled obligated to include in any register the Registrable Securities pursuant to this Section 3.3 on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement filed covering all shares of Registrable Securities specified in notices received as aforesaid (except to the extent reduced by the managing underwriter, if any, pursuant to a Registration RequestSection 3.3(d)), for sale in accordance with the method of disposition specified in by the requesting holders, shall have become effective and, if such Registration Requestmethod of disposition is a firm commitment underwritten public offering, all such number shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3.3 during the period commencing 60 days prior to the Company's good faith estimate of shares the effectiveness of Common Stock a registration statement filed by the Company covering a firm commitment underwritten public offering (other than pursuant to this Section 3.3) and prior to the later to occur of the completion of the period of distribution for such offering or 120 days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall desire include such information in the written notice referred to sell for its own accountin paragraph (b) above. The right of any holder to registration pursuant to this Section 3.3 shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Registrable Securities in the underwriting. If the such method of sale designated disposition is an underwritten public offering, the Company may designate the managing underwriter or underwriters must underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to both the Requesting Holder, or the holders of at least a majority in interest of the Eligible shares of Registrable Securities to be sold in such offering. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 3.3 may, subject to the following provisions, include (i) Ordinary Shares for sale by the Company for its own account, (ii) Ordinary Shares held by all parties comprising officers or directors of the Requesting Holder if more than one party is Company and (iii) Ordinary Shares held by persons who by virtue of agreements with the Requesting HolderCompany in compliance with the provisions of Section 3.13 hereof are entitled to include such shares in such registration (the "Other Shareholders"), and in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, which acceptance such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall not be unreasonably withheld. Notwithstanding enter into an underwriting agreement in customary form with the foregoing provisions of this paragraph (b), to the extent that, in the opinion representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (if other than Registrable Securities) of the method of disposition Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account shall be an underwritten public offering)excluded from such registration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, and then to the shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, ratable among them on the basis of the respective number of shares held by each of them. If the managing underwriter determines that marketing considerations factors require the reduction a limitation of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable Securities to be registered under this Section 3.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities. In any event all securities to be sold other than Series A Registrable Securities will be excluded prior to any exclusion of Series A Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the Company underwriter's marketing limitation shall be reduced (included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to zero, if necessary); (ii) withdraw therefrom by written notice to the Company and the managing underwriter. The number of shares of Eligible Securities to securities so withdrawn shall also be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Ordinary Shares, whether for its own account or that of other shareholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 3.3 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stock120 days after the effective date of such registration, whichever is earlier, if in the good faith judgment of the managing underwriter marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.

Required Registration. (a) At any time after 180 days from prior to November 6, 2001, the date Holders of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding Registrable Shares constituting at least 5051% of the total shares of the Preferred Eligible Securities Registrable Shares then outstanding may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned Registrable Shares held by Doubletree such requesting Holder or Holders for sale in the Investors as shall be manner specified in such request (a "Registration Request"); providednotice, however, provided that the Company -------- Registrable Shares for which registration has been requested shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf constitute at least 25% of the Investors unless total Registrable Shares originally issued if such Holder or Holders shall request the anticipated aggregate offering priceregistration of less than all Registrable Shares then held by such Holder or Holders. Notwithstanding anything to the contrary contained herein, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not no request may be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two 4 within 180 days after the effective date of a registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made statement filed by the Investors may be identified by Company covering a firm commitment underwritten public offering in which the Requesting Holder as a "Priority Demand"Holders of Registrable Shares shall have been entitled to join pursuant to Section 5 or 6 and in which there shall have been effectively registered all Registrable Shares to which registration shall have been requested. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify all Holders of Registrable Shares from whom notice has not been received and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting Holders, the number of shares of Eligible Securities Registrable Shares specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from other Holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the Holders of a majority of the Registrable Shares to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be obligated to register Registrable Shares pursuant to this Section 4 on two occasions only, provided, however, that such obligation -------- ------- shall be deemed satisfied only when a registration statement, which covers all Registrable Shares specified in notices received as aforesaid and with respect to which the request for registration has not been withdrawn and provides for sale of such shares in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement filed pursuant referred to a Registration Requestin this Section 4, for sale in accordance with the method of disposition specified in such Registration Requestby the requesting Holders, such number of shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by Registrable Shares to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any such registrationsuccessor thereto, the number 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 shares other stockholders, from the date of Common Stock to be registered and sold receipt of a notice from requesting Holders pursuant to such registration shall be reduced as follows: this Section 4 (the "Demand Holders")until the first to occur of (i) The number withdrawal of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); such registration statement or (ii) The number the effectiveness of shares such registration statement unless such registration statement relates to a firm commitment underwritten public offering, then the completion of Eligible Securities to be registered on behalf the period of DeBo▇▇, ▇▇e Trusts and distribution of the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; and (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 eachregistration contemplated thereby; provided, however, that in connection with following receipt of any notice under this Section 4, the Company shall immediately notify all holders of the Company's Common Stock who have contractual rights to demand registrations pursuant to the terms of any other registration rights agreement to which the Company is a Priority Demand party. Upon the written request of such demand rights holders constituting the requisite percentages of shares to initiate a demand under such other registration rights agreement specifying the number of shares of Eligible Securities requested to be registered on behalf registered, which request shall be deemed to be an exercise of a demand right under the terms of the Investors registration rights agreement to which they are parties, such demand rights holders shall only be reduced after deemed to be Demand Holders and the number of shares requested to be registered by Doubletree has been reduced such Demand Holders shall be deemed to zerobe Registrable Shares, in each case, for purposes of Section 4(d), provided that such written request is -------- received by the Company within 30 days of the giving of notice by the Company. (ivd) Notwithstanding If, in the foregoing, if in connection with anyRegistration Request made by Doubletreeopinion of the managing underwriter, the number inclusion in a registration statement to be filed under this Section of Eligible Securities any shares other than the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such shares, then, in such event (a) such other shares may be included in such registration only if all of the Registrable Shares requested to be registered by Doubletree Demand Holders hereunder are included, and (b) such other shares shall have been reducedbe subject to the provisions of Section 5 and the first sentence of Section 4(c) as to priority of inclusion. If, in the opinion of the managing underwriter, the inclusion of the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such Registrable Shares, Registrable Shares to be sold by the Demand Holders shall be excluded in such manner that the Registrable Shares to be excluded shall first be the Registrable Shares of Demand Holders who are not affiliates (as defined in Rule 144 of the Securities Act) of the Company (the "Affiliate Holders") and whose Registrable Shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining Registrable Shares of the Demand Holders who are Affiliate Holders or whose Registrable Shares are not then saleable under Rule 144(e) or Rule 144(k) , provided, however, that, notwithstanding anything in ------- this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of Registration Requests granted shares which may be sold by requesting Holders to Doubletree pursuant less than 25% of the shares 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, the Investors requesting inclusion of Eligible Securities sold 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 pursuant to clause 2(a) above shall be increased by oneoffering. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from Upon the date earlier to occur of the issuance and sale of the Preferred Stock, (i) DoubletreeFebruary 1, 2000 or (ii) Investors holding at least 50% that date which is six months after the consummation of the shares initial public offering of the Preferred Eligible Common Stock, if the Company shall be requested by in excess of 30 percent in interest of the Investors to effect the registration under the Securities may Act of Registrable Shares, then the Company shall, within 10 days of such request, deliver a written notice of such proposed registration to all holders of outstanding Registrable Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by the holders of Registrable Shares who or which shall respond in writing to the Company's notice within 15 days after delivery thereof. The Company a written request that the Company file and shall promptly thereafter use its best efforts to cause to become effective a effect such registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or Registrable Shares which the Investors as shall be specified in such request (a "Registration Request")Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale Act except in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as followsfollowing provisions: (ia) 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 use its best efforts to file a and cause to become effective (i) more than three registration statement at the demand of any Holder statements initiated pursuant to this Section 2 pursuant to which all of the Registrable Shares requested to be included therein by the Investors have been effectively sold thereunder 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 Company may delay the filing or effectiveness of any registration statement for a period of up to 180 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Company is engaged, or has fixed plans to engage within 180 days following any of the time of such request, in a firm commitment underwritten public offering of Common Stock Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or of securities of (ii) the Company convertible into reasonably determines that such registration and offering would interfere with any material transaction involving the Company, as approved by the Board of Directors (as used herein "material transaction" shall mean any transaction which would require a supplemental filing to a quarterly report filed under Form 8-K with the Commission), provided that the Company may only so delay the filing or exercisable or exchangeable for Common Stock.effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and

Required Registration. (a) At any time on or after 180 days from the first anniversary of the effective date of the issuance and sale IPO, the holders of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 5033-1/3% of the shares Purchase Agreement Shares outstanding at such time may request the Company to register all or any portion of the Preferred Eligible Securities may deliver to Restricted Stock held by such requesting holder or holders for sale in the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided further, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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 proceeds to be realized in Section 2(b)(iv) and 2(b)(v) hereof, the Company connection with such registration shall not reasonably be required expected to file and use its best efforts to cause to become effective, pursuant to a Registration Request be less than $500,000. (b) Promptly following receipt of any notice under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will shall immediately notify any holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale Public Sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all any notices received from Holders other holders of Restricted Stock within 20 thirty (30) days after their receipt of notice delivered pursuant from the Company); provided, however, that the number of shares of Restricted Stock to Section 4 hereof)be included in such an underwriting may be reduced (first, pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock which are not Purchase Agreement Shares for which registration has been requested and then, if necessary, pro rata among holders of Restricted Stock so requesting registration based upon the number of Purchase Agreement Shares for which registration has been requested) 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 shall designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Restricted Stock covered by the offering, which approval shall not be unreasonably withheld. The Company will also shall be entitled obligated to include in any register Restricted Stock pursuant to this Section 2 on two (2) occasions only; provided that such obligation shall be deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering 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 and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (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 Registration Requesta 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 number 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 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Restricted Stock covered by any such registration, the number of shares of Common Stock (if any) to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor form thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other holders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days until the earliest of (x) six (6) months following any underwritten public offering the effective date of Common Stock or of securities such registration, (y) completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby and (z) withdrawal of such registration.

Required Registration. (a) At any time after 180 days from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Registration Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇▇▇▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from the date all of the issuance and sale Registrable Securities (as defined in the Registration Rights Agreement) have been registered pursuant to effective registration statements filed pursuant to the Registration Right Agreement (the “Effective Date”), the holders of Restricted Stock constituting at least 20% of the Preferred Stock, (i) Doubletree, total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver manner specified in such notice if either (A) the reasonably anticipated aggregate price to the Company a written public of such public offering would exceed $5,000,000, or (B) the shares of Restricted Stock for which registration has been requested shall constitute at least 30% of the total shares of Restricted Stock then outstanding. Notwithstanding anything to the contrary contained herein, no request that may be made under this Section 4 within 120 days after the Company file and use its best efforts to cause to become effective date of a registration statement under the Securities Act with respect to such number of the Eligible Securities owned filed by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall not be obligated have been entitled to effect any such registration join pursuant to subsection (ii) on behalf Sections 5 or 6 and in which there shall have been effectively registered all shares of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except Restricted Stock as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company to which registration shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"have been requested. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under Section 4, the Company will shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be entitled obligated to include in any registration statement filed register Restricted Stock pursuant to a Registration Requestthis Section 4 on three occasions only, provided, however, that such obligation shall be deemed satisfied only when all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in notices received as aforesaid (including a firm commitment underwritten public offering), shall have been sold pursuant to a registration statement covering such Registration Requestshares. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Restricted Stock to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after 180 days from the date which is six months after the consummation of the issuance and sale initial public offering of the Preferred Common Stock, if the Company shall be requested by in excess of thirty percent (i30%) Doubletree, or (ii) Investors holding at least 50% in interest of the shares Holders to effect the registration under the Securities Act of Registrable Shares, then the Preferred Eligible Securities may Company shall, within 10 days of such request, deliver a written notice of such proposed registration to all Holders of outstanding Registrable Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by the Holders of Registrable Shares who or which shall respond in writing to the Company's notice within 15 days after delivery thereof. The Company a written request that the Company file and shall promptly thereafter use its best efforts to cause to become effective a effect such registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or Registrable Shares which the Investors as shall be specified in such request (a "Registration Request")Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale Act except in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as followsfollowing provisions: (ia) 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 use its best efforts to file a and cause to become effective (i) more than one (1) registration statement at the demand of any Holder initiated pursuant to this Section 2 pursuant to which all of the Registrable Shares requested to be included therein by the Holders have been effectively sold thereunder 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 Company may delay the filing or effectiveness of any registration statement for a period of up to 180 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Company is engaged, or has fixed plans to engage within 180 days following any of the time of such request, in a firm commitment underwritten public offering of Common Stock or of securities of the Company convertible into or exercisable or exchangeable for Common Stock.Primary Shares in which the

Required Registration. (a) At Pursuant to the terms and subject to the conditions hereof, if at any time after 180 days the date hereof, the Company shall receive a written request therefor from the date Holders of at least thirty percent (30%) of the issuance Registrable Securities then outstanding, the Company agrees to prepare and sale of file promptly a registration statement under the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of 1933 Act covering the shares of Registrable Securities which are the Preferred Eligible Securities may deliver subject of such request and agrees to the Company a written request that the Company file and use its best efforts to cause such registration statement to become effective a registration statement under as expeditiously as possible. Upon the Securities Act with respect to receipt of such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereofrequest, the Company shall not agrees to give prompt written notice to all Holders of Registrable Securities that such registration is to be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investorseffected. The party or parties delivering a Registration Request is hereinafter referred Company agrees to as the "Requesting Holder." The second Registratio Request made include in such registration statement such shares of Registrable Securities for which it has received written request to register such shares by the Investors may be identified Holders thereof within twenty (20) days after the receipt by such Holders of written notice from the Requesting Holder as a "Priority Demand"Company. (b) As soon as practicable following The Company shall be obligated to prepare, file and cause to become effective only two registration statements pursuant to this Section 6.2. A registration required to be effected by the receipt Company pursuant to this Section 6.2 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, for any reason not attributable to the Holders initiating the registration request hereunder (the "Initiating Holders") with respect to such registration statement, and has not thereafter become effective or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a Registration Requestfailure on the part of the Initiating Holders with respect to such registration statement. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method name of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must (the "managing underwriter") that a majority interest of the Initiating Holders propose to employ, as part of their request made pursuant to this Section 6.2, and the Company agrees to include such information in its written notice referred to in Section 6.2(a). In such event, the right of any Holder to registration pursuant to this Section 6.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder). All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters elected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to both the Requesting Holder, or the holders Holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable 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 DeBo▇▇, ▇▇e 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; and (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 included in connection with 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 zerosuch registration. (ivd) Notwithstanding the foregoing, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in connection with anyRegistration Request made by Doubletree, such registration in writing that in its good faith judgment the number of Eligible shares of Registrable Securities and the other securities requested to be registered by Doubletree shall have been reduced, included in such registration exceeds the number of Registration Requests granted shares of Registrable Securities and the other securities which can be sold in such offering, then (i) the other securities so requested 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, the Investors requesting inclusion of Eligible Securities included in such registration shall experience a reduction in initially be reduced and the number of shares of Registrable Securities so requested to be included in such Eligible Securities by 10% or moreregistration shall subsequently be reduced, the together to that number of Registration Requests granted shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) the reduced number of Registrable Securities to be included in the Investors pursuant to clause 2(a) above underwriting shall be increased allocated pro rata among all Holders of Registrable Securities. Those Registrable Securities which are excluded from the underwriting by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) reason of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company managing underwriter's marketing limitation shall not be obligated included in such registration and shall be withheld from the market by the Holders thereof for a period, not in excess of 120 days, which the managing underwriter reasonably determines is necessary to file a registration statement at effect 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 Stockoffering.

Required Registration. (a) At any time after 180 days from time, the date holders of the issuance and sale of the Preferred Stock, Restricted Securities (i) Doubletree, constituting at least 33% of the total Restricted Securities outstanding at such time (treating for the purpose of such computation the holders of Preferred Shares as the holders of the Common Stock then issuable upon conversion or exercise of such Preferred Shares) or (ii) Investors holding who propose to register Restricted Securities having a gross market value of at least 50% $15,000,000 at the time of the shares of the Preferred Eligible Securities any request for registration thereof, may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect all or any portion (or, if registration is requested pursuant to such number clause (ii) hereof, then Restricted Securities having a gross market value of not less than $15,000,000) of the Eligible Restricted Securities owned held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such request notice, (a "Registration Request"); a) provided, however, that the only securities which the Company shall not be obligated required -------- ------- to effect register pursuant hereto shall be shares of Common Stock. (b) Promptly following receipt of any such registration pursuant to subsection (ii) 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 notice under Section 2(b)(iv) and 2(b)(v) hereof4(a), the Company shall immediately notify any holders of Registrable Securities from whom notice has not be required to file been received and shall use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to promptly register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders of Restricted Securities, the number of shares of Eligible Restricted Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all any notices received from Holders other holders and holders of Founders Stock within 20 days after their receipt of such notice delivered 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 Restricted Securities, which approval shall not be unreasonably withheld, and (ii) as and to the extent that, in the opinion of the managing underwriter, the inclusion of all Registrable Securities so requested to be registered would adversely affect the marketing of such Registrable Securities, then the number of shares of Registrable Securities so included shall be reduced, pro rata, in proportion to the number of shares requested to --- ---- be registered by each holder thereof. The Company shall be obligated to register Restricted Securities and, if applicable, Founders Stock, pursuant to Section 4(a) on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 hereof). The Company will also shall be entitled to include in any deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering all shares of Restricted Securities specified in notices received as aforesaid (including any shares removed from any offering at the request of the underwriter, as hereinafter provided), for sale in accordance with the method of disposition specified in by the requesting holder, shall have become effective and, if such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated disposition is an a firm commitment underwritten public offering, all such shares (excluding any over-allotment shares) shall have been sold pursuant thereto. (a) number of shares for which each holder has requested registration; provided that if any such registration statement shall be for the managing underwriter or underwriters must be reasonably acceptable to both purpose of effecting the Requesting Holder, or the holders first underwritten public offering of a majority of the Eligible Securities held Common Stock 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 this paragraph (b), to the extent thatthen if, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registrationmanaging underwriter, the number inclusion of shares of Common Stock to be sold other than by the Company for its own account would adversely affect the marketing of the Common Stock to be sold by the Company, then the number of shares to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number first, by the holders of shares of Eligible Securities to be registered on behalf capital stock of the Company shall be reduced (not entitled to zeroparticipate in such registration under the terms of this Section 4, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according in proportion to the number of shares for which each --- ---- such holder has requested registration, and second, by the holders of Eligible Securities held by each; and (iii) The number of shares of Eligible Securities to be registered on behalf of Doubletree and the Investors shall be reduced Registrable Securities, pro rata according in proportion to the number of shares of Eligible Securities held by each; providedfor which --- ---- each such holder has requested registration, however, provided that there shall be no -------- such reductions in connection with a Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors if such underwritten public offering 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 anyRegistration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall not 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 consummated. Except as provided in connection with any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. this paragraph (c) Notwithstanding the foregoing provisions of this Section 2), the Company shall will not be obligated to file 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 registration statement at the demand of any Holder notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time six months after 180 days from the date Company has completed an initial public offering of its common stock pursuant to a registration statement filed with the issuance and sale Commission, the record holder of Shares may by written request demand one registration with respect to common stock issued or issuable upon conversion of the Preferred Stock or exercise of warrants in a total amount not to exceed 1,500,000 shares of common stock (the "Common Stock, (i") Doubletree, or (ii) Investors holding at least 50% subject to these registration rights. Upon receipt of the shares of the Preferred Eligible Securities may deliver to written request the Company a written request that the Company shall prepare and file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number covering the Common Stock which is the subject of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company and shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause such registration statement to become effective. In addition, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the upon receipt of a Registration Requestsuch request, the Company will use its best efforts shall promptly give written notice to register under all other holders of common stock who have registration rights that such registration is to be effected. Upon the Securities Actwritten request of record holders of any shares of common stock subject to registration rights given within 15 days after receipt of any such notice from the Company, for public sale in accordance with the method Company will, except as herein provided, cause all such shares, the record holders of disposition specified which have so requested registration thereof, to be included in such Registration Requestregistration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the shares to be so registered. In the event that the aggregate number of shares requested for inclusion pursuant to this section is in the good faith judgment of the Underwriter excessive in view of the ability of the market to absorb them without adverse price reaction, then the number of shares to be registered shall be reduced pari passu among the holders which shall include the record holder hereunder as well as all existing holders who currently have incidental registration rights by virtue of Eligible Securities specified in such Registration Request (and separate agreements with the number Company. Not more than once a year holders of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will Preferred Stock shall also be entitled to include in any registration statement filed pursuant unlimited demand registrations on Form S-3 with respect to a Registration RequestCommon Stock, for sale in accordance with subject to rights granted to existing stockholders of the method of disposition specified in such Registration RequestCompany. Upon request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holderfile, and pay the Companyexpenses associated with, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the any number of shares of Common Stock covered registration statements on Form S-3, if such form is then available for use by any such registration, the number of shares of Common Stock to be registered 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 zeroand such record holder or holders. If, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and at the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; and (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 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 anyRegistration 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 time any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such written request for 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock is received by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated has determined to file proceed with the actual preparation and filing of a registration statement at under the demand Securities Act in connection with the proposed offer and sale for cash of any Holder of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 1 hereof rather than this Section 2 within 180 days following any underwritten public offering 2, and the rights of the holders of Common Stock or of securities of the Company convertible into or exercisable or exchangeable for Common Stockcovered by such written request shall be governed by Section 1, hereof.

Required Registration. (a) At any time after 180 days from the date of Requisite FS Investors (the issuance and sale of the Preferred Stock, (i“Requesting Stockholders”) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written shall request that the Company file and effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration (to be effected as a shelf registration if so requested by the Requesting Stockholders) under the Securities Act of such Registrable Shares. (b) Notwithstanding anything contained in this Section 5.1 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective a more than three (3) registration statement statements initiated pursuant to Section 5.1(a) above on Form S-1 promulgated under the Securities Act with respect (or any successor form thereto); provided, however, if the Requesting Stockholders are unable to such number sell at least a majority of the Eligible Securities owned Registrable Shares requested by Doubletree such Requesting Stockholders to be included in any registration pursuant to Section 5.1(a) as a result of an underwriter’s cutback pursuant to Section 5.1(b)(iii), then such registration shall not count as a requested registration for purposes of this Section 5.1(b)(i). (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the Investors as shall date of a request for registration pursuant to Section 5.1(a) or Section 5.3 if at the time of such request: (X) the Company 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 holders of Registrable Shares have been or will be specified permitted to include all the Registrable Shares so requested to be registered pursuant to Section 5.2 or (Y) the Board reasonably determines that such registration and offering would interfere with any Material Transaction involving the Company; or (Z) within the last 45 days the Company has completed a firm commitment underwritten public offering of Primary Shares in such request (a "Registration Request")which the holders of Registrable Shares were permitted to include all the Registrable Shares requested to be registered pursuant to Section 5.2; provided, however, that the Company shall not only be obligated entitled to effect invoke its rights under this Section 5.1(b)(ii) one time during any such 12-month period without the consent of Requesting Stockholders; (iii) With respect to any registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 25.1 or Section 5.3, (a) more than two the Company shall give prompt notice of such registration statements at to each Other Stockholder and shall offer to and shall include in such proposed registration any Registrable Shares requested to be included in such proposed registration by each Other Stockholder provided that such Other Stockholder responds in writing to the demand Company’s notice within thirty (30) days after delivery by the Company of Doubletreesuch notice (which response shall specify the number of Registrable Shares such Other Stockholder is requesting to include in such registration), or and (b) more than two the Company may include in such registration statements at any Primary Shares or Other Shares; provided, however, that if the demand managing underwriter advises the Company 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 Investors. The party or parties delivering a Registration Request is hereinafter referred Registrable Shares proposed to as be included in such registration, then the "Requesting Holder." The second Registratio Request made 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, the Registrable Shares owned by the Investors may be identified Stockholders (including those requesting registration pursuant to Section 5.1 and Section 5.2), pro rata based upon the number of Registrable Shares owned by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following Stockholders; provided, that if the receipt of a Registration Request, managing underwriter advises the Company will use its best efforts that the inclusion of all Registrable Shares proposed to register under be included in such registration would materially adversely affect the Securities Actoffering and sale (including pricing) of all such Securities, for public sale then the number of Registrable Shares to be included in such registration shall be allocated among the Stockholders on a pro rata basis in accordance with the method number of disposition specified Registrable Shares owned by the Stockholder who has requested inclusion; (B) second, the Primary Shares; and (C) third, the Other Shares; provided, that at the election of the Company, with the consent of Requesting Stockholders, (i) any registration pursuant to this Section 5.1 may be converted into a registration pursuant to Section 5.2 or (ii) the Primary Shares may be set at the same priority level as the Registrable Shares thereby being cutback on a pro rata basis based upon the number of Registrable Shares and Primary Shares requested to be included in such Registration Request, Statement by the number of shares of Eligible Securities specified in such Registration Request (Stockholders and the number Company. (c) If the holders of Eligible Securities specified the Registrable Shares requesting to be included in all notices received from Holders within 20 days after their receipt of notice delivered a registration pursuant to Section 4 hereof)5.1(a) or Section 5.3 so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Requesting Stockholders shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock act as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the lead managing underwriter or underwriters must be reasonably acceptable to both in connection with such offering. (d) At any time before the Requesting Holderregistration statement covering such Registrable Shares becomes effective, or the holders of a majority of such shares may request the Eligible Securities held by all parties comprising Company to withdraw or not to file the Requesting Holder if more than one party is the Requesting Holderregistration statement. In that event, and the Companyunless such request of withdrawal was caused by, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b)or made in response to, to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities a material adverse effect or a similar event related to be registered on behalf the business, properties, condition, or operations of the Company shall be reduced not known (without imputing the knowledge of any other Person to zerosuch holders) by the Requesting Stockholders at the time their request was made, if necessary); or other material facts not known to such Requesting Stockholders at the time their request was made, or (ii) The number a material adverse change in the financial markets, the holders of shares of Eligible Registrable Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and the Fix Partnership shall be reduced (deemed to zero, if necessary) pro rata according to the number have used one of shares of Eligible Securities held by each; and (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 eachtheir registration rights under Section 5.1(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to Section 5.1(a) for purposes of Section 5.1(b)(i) above if the Company shall have been reimbursed (pro rata by the Requesting Stockholders) for all out-of-pocket expenses incurred by the Company in connection with 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 zerosuch withdrawn registration. (ive) Notwithstanding If, after it has become effective, (i) 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 foregoingRegistrable Shares covered by such registration statement have been sold pursuant thereto), if (ii) such registration requested pursuant to Section 5.1(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with anyRegistration Request made such registration are not satisfied or waived, other than by Doubletree, the number reason 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 some act or omission by the InvestorsRequesting Stockholders, the Investors requesting inclusion of Eligible Securities in such registration shall experience not count as a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any requested registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above5.1(a). (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.

Required Registration. (a) At any time after 180 days from the date earlier of (a) the issuance Registration Date and sale of the Preferred Stock, (b) (i) DoubletreeNovember 12, 1999, with respect to a request for a registration under the Securities Act of Registrable Securities for sale at an offering price per share of not less than $586.66 or (ii) Investors holding in all other cases, May 12, 2002, if the Corporation shall be requested by the holders of at least 5051% percent of the shares Restricted Shares then held by the Investors (based on Common Stock equivalents) to effect the registration under the Securities Act of Registrable Shares, then the Preferred Eligible Securities may Corporation shall, within 10 days of such request, deliver a written notice of such proposed registration to all holders of outstanding Registrable Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed registration by the holders of Registrable Shares who or which shall respond in writing to the Company a written request that the Company file and Corporation's notice within 15 days after delivery thereof. The Corporation shall promptly thereafter use its best efforts to cause to become effective a effect such registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or Registrable Shares which the Investors as shall be specified in such request (a "Registration Request")Corporation has been so requested to register; provided, however, that the Company Corporation shall not be obligated to effect any such registration pursuant to subsection under the Securities Act except in accordance with the following provisions: (iia) 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) and 2(b)(v) hereof, the Company Corporation shall not be required obligated to file and use its best efforts to file and cause to become effective, pursuant to a Registration Request under this Section 2, effective (ai) more than two one registration statements statement initiated pursuant to this Section 2 pursuant to which the Registrable Shares requested to be included therein have been effectively sold thereunder; provided, however, that any registration proceeding begun pursuant to this Section 2 which is subsequently withdrawn at the demand request of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising Registrable Shares requested to be registered shall constitute such registration statement which the Requesting Holder if more than one party is holders of Registrable Shares have the Requesting Holderright to cause the Corporation to effect pursuant to this Section 2; provided further, and the Companyhowever, which acceptance that such withdrawn registration shall not be unreasonably withheld. Notwithstanding so counted if such withdrawal is based upon material adverse information relating to the foregoing provisions Corporation or its condition, business, or prospects that was not known by the holders of this paragraph Registrable Shares at the time of their request or if the Investors shall have reimbursed the Corporation for all out-of-pocket expenses incurred in connection with such withdrawn registration statement, 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 120 days after the extent that, in the opinion date of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold a request for registration pursuant to such registration shall be reduced as followsthis Section 2 if: (i) The at the time of such request 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 holders of Restricted Shares may include Registrable Shares pursuant to Section 3, 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, reasonable judgment of the Board of Directors of the Corporation, (x) it would be materially detrimental to the Corporation and its stockholders for such registration statement to be filed and therefore necessary to defer the filing of such registration statement or (y) material adverse information relating to the Corporation or its condition, business or prospects that is not generally known to the holders of Registrable Shares necessitates the deferment of the filing of such registration statement; and (c) with respect to any registration pursuant to this Section 2, 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 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 shares of Eligible Securities Registrable Shares, Primary Shares and/or Other Shares proposed to be registered on behalf of the Company included in such registration statement shall be reduced included in the following order: (i) first, the Registrable Shares requested to zerobe included in such registration by the Investors (or, if necessary, such Registrable Shares pro rata among the Investors, based upon the number of Restricted Shares (based upon Common Stock equivalents) owned by each such Investor at the time of such registration); (ii) The number of shares of Eligible Securities second, the Registrable Shares requested to be registered on behalf of DeBo▇▇, ▇▇e Trusts and included in such registration by the Fix Partnership shall be reduced Founders (to zeroor, if necessary) , such Registrable Shares pro rata according to among the Founders (based upon the number of shares Restricted Shares owned by each such Founder at the time of Eligible Securities held by eachsuch registration); (iii) third, the Primary Shares; and (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 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 anyRegistration Request made by Doubletreefourth, 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 oneOther Shares. (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. If the Company shall be requested by Investors who or which hold Restricted Shares (abased upon Common Stock equivalents) At any time after 180 days from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding constituting at least 5040% of the shares then-outstanding Restricted Shares held by all Investors, to effect the registration under the Securities Act of Registrable Shares in accordance with this Section (the Preferred Eligible Securities may deliver "Investor Demand"), then the Company shall promptly give written notice of such proposed registration to all holders of Restricted Shares and to Bear ▇▇▇▇▇▇▇ and shall offer to include in such proposed registration any Registrable Shares or Registrable Bear ▇▇▇▇▇▇▇ Shares requested to be included in such proposed registration by such holders who respond in writing to the Company a written request that Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Shares or Registrable Bear ▇▇▇▇▇▇▇ Shares, as the case may be, proposed to be included in such registration). If the Company file shall at any time following six months after the consummation of an IPO be requested by the National Broadcasting Company, Inc. for itself and, to the extent applicable, its affiliates ("NBC") (and not in conjunction with the other Investors) in writing (which request shall specify the number of Registrable Shares held by NBC proposed to be included in such registration), to effect the registration under the Securities Act of Registrable Shares held by NBC in accordance with this Section (the "NBC Additional Demand"), then the Company shall include in such proposed registration any Registrable Shares held by NBC requested to be included in such proposed registration. The Company shall promptly use its best efforts to cause to become effective a effect such registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or Registrable Shares which the Investors as shall be specified in such request (a "Registration Request")Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any such registration under the Securities Act except in accordance with the following provisions: (a) the Company shall not be obligated to file (i) more than four registration statements initiated pursuant to subsection this Section that constitute Investor Demands which become effective or which are rescinded by the Investors without reimbursement referred to in the last paragraph of this Section, (ii) more than one registration statement initiated pursuant to this Section that constitutes an NBC Additional Demand which becomes effective or which is rescinded by NBC without reimbursement referred to in the last paragraph of this Section, or (iii) any registration statement during any period in which any other registration statement (other than on behalf of Form S-4 or Form S-8 promulgated under the Investors 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 180 days; (b) the Company shall not be obligated to effect any registration unless the anticipated aggregate offering priceproceeds, net of underwriting discounts and commissions, would are expected to exceed $20,000,000. Except as otherwise 5,000,000; (c) the Company may delay the filing or effectiveness of any registration statement for a period not to exceed 120 days after the date of a request for registration pursuant to this Section 2 if (i) at the time of such request the Company 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 in which the holders of Restricted Shares may include Registrable Shares pursuant to Section 3 or (ii) the Company shall furnish to the Investors requesting such registration a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (provided that the Company may not utilize the right set forth in Section 2(b)(ivthis clause (c) and 2(b)(vmore than once in any 12-month period); and (d) hereofwith respect to any registration pursuant to this Section, the Company shall not be required to file and use its best efforts to cause to become effectivemay include in such registration any Primary Shares, pursuant to a Registration Request under this Section 2Registrable Bear ▇▇▇▇▇▇▇ Shares or Other Shares; provided, (a) more than two registration statements at however, that if the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, managing underwriter advises the Company will use its best efforts that the inclusion of all Registrable Shares, Registrable Bear ▇▇▇▇▇▇▇ Shares, Primary Shares and Other Shares proposed to register under the Securities Act, for public sale be included in accordance such registration would interfere with the method successful marketing (including pricing) of disposition specified all such securities, then (A) in such Registration Requestthe case of any Investor Demand, the number of shares of Eligible Securities specified in such Registration Request (Registrable Shares, Registrable Bear ▇▇▇▇▇▇▇ Shares, Primary Shares and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock Other Shares proposed to be registered and sold pursuant to included in such registration shall be reduced as followsincluded in the following order: (i) The first, no less than twenty-five (25%) percent of the Registrable Shares held by Investors, pro rata based upon the number of shares Restricted Shares (based upon Common Stock equivalents) owned by each Investor at the time of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary)such registration; (ii) The number of shares of Eligible Securities to be registered on behalf of DeBosecond, the Registrable Bear ▇▇, ▇▇e Trusts and ▇▇▇ Shares; (iii) third, the Fix Partnership shall be reduced Primary Shares; and (to zeroiv) fourth, if necessarythe Other Shares; or (B) pro rata according to in the case of the NBC Additional Demand, the number of shares of Eligible Securities Registrable Shares, Registrable Bear ▇▇▇▇▇▇▇ 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 held by eachNBC; (ii) second, any Registrable Shares held by Investors other than NBC, pro rata based upon the number of Restricted Shares (based upon Common Stock equivalents) owned by each Investor at the time of such registration; and (iii) The number of shares of Eligible Securities third, as determined by the Company in its sole and absolute discretion. A requested registration under this Section may be rescinded by written notice to be registered on behalf of Doubletree and the Company by the Investors shall be reduced pro rata according to initiating such request (in the number case of shares an Investor Demand) or by NBC (in the case of Eligible Securities held by eachan NBC Additional Demand); provided, however, that such rescinded registration shall not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) above if the Investors initiating such request (in the case of an Investor Demand) or NBC (in the case of the NBC Additional Demand) shall have reimbursed the Company for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration. The Company shall select any firm of underwriters in connection with 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. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of under this Section 2, which firm of underwriters shall be reasonably acceptable to the Company shall not be obligated to file Investors (in the case of an Investor Demand) or NBC (in the case of an NBC Additional Demand) including Restricted Shares in a registration statement under this Section; provided, however, that at such time as General Electric Pension Trust shall include Restricted Shares in a registration under this Section, General Electric Pension Trust shall have the demand right to approve or disapprove the use of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering a firm of Common Stock underwriters in which it has a 5% or of securities of the Company convertible into more direct or exercisable or exchangeable for Common Stockindirect interest.

Required Registration. (a) At any time after 180 days from Commencing on January 1, 1998, the date holders of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding Restricted Stock constituting at least 50% a sixty six and two-thirds percent (66.67%) of the shares of the Preferred Eligible Securities Restricted Stock may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect on Form S-1 or Forms SB-1 or SB-2 (or any forms similar to or replacing such number forms) or if available Form S-2 or Form S-3 (or any forms replacing such forms), all or any portion of the Eligible Securities owned Restricted Stock held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such request (a "Registration Request"); notice, provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except except as otherwise provided in Section 2(b)(ivsubparagraphs (b) and 2(b)(v(c) hereofbelow, the Company shall not only be required obligated to file and use its best efforts to cause to become effective, pursuant to a one demand registration statement for which all Registration Request under this Section 2, (a) more than two Expenses incurred in connection with such registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made shall be borne by the Investors may be identified by the Requesting Holder as a "Priority Demand"Company. (b) As soon as practicable Promptly following the receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify any holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all any notices received from Holders other holders within 20 days after their receipt of such notice delivered pursuant 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 Section 4 hereof)the approval of the selling holders of Restricted Stock who hold a majority of such shares, which approval shall not be unreasonably withheld. The Company will also shall be entitled obligated to include in register Restricted Stock pursuant to this Section 4 on one occasion only, except that with respect to any particular exercise of the registration rights granted by this Section 4, the obligation of the Company shall be deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering all shares of Restricted Stock specified in notices received as aforesaid, including any shares of Restricted 158 Stock which may be excluded from registration under subparagraph (c) below, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in such Registration Requestany registration statement under this Section 4 for sale in accordance with the method of disposition specified by the requesting holders, such shares of Common Stock to be sold by the Company for its own account and shares of Common Stock to be sold by other holders thereof for their respective accounts. If the registration under this Section 4 is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock, including the Restricted Stock as and, if permitted hereunder, other securities, exceeds the Company shall desire to sell for its own account. If the method number of sale designated is shares which can be sold in an underwritten public offering, the managing underwriter or underwriters must be reasonably orderly manner in such offering within a price range acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising shares of Restricted Stock subject to such request for registration, the Requesting Holder if more than one party is the Requesting Holder, and the Company, Company will include in such registration only those securities which acceptance shall are not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, Restricted Stock which in the opinion of such underwriters can be sold without adversely affecting the underwriter or underwriters marketability of the Restricted Stock in the offering, pro rata among the respective holders of such securities which are not Restricted Stock. Except as provided in this paragraph (if the method of disposition shall be an underwritten public offeringc), marketing considerations require the reduction 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 number period of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf distribution of the Company shall be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 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) registration contemplated thereby. Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 effect any such registration if, within fourteen (14) days after receipt of a request for such registration, the Company shall furnish the holders requesting such registration statement at with a written opinion of legal counsel reasonably satisfactory to each of them and reasonably satisfactory in form and substance to counsel for each of the demand holders requesting such registration, that all of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering the shares of Common Stock requested by such holders to be registered under this Section 4 may be sold within three months after such request in a transaction in compliance with Rule 144 promulgated under the Act (or any successor exemptive rule hereinafter in effect). In rendering such opinion, such counsel shall be entitled to rely on published figures for the average weekly volume of securities trading in shares of the Company convertible into Common Stock during the three months immediately preceding the date of such opinion as reported (i) on any national securities exchange on which such shares are listed or exercisable or exchangeable for Common Stock(ii) through the automated quotation system of a registered securities association, as the case may be.

Required Registration. (a) At any time after 180 days from a. Subsequent to the date earlier of the issuance and sale of the Preferred Stock, (i) DoubletreeJanuary 1, 2003 or (ii) Investors holding twelve (12) months after the effective date of the Company's first Registration Statement relating to its Common Stock; at any time during the period ending five years from the date hereof the Holder or Holders of at least fifty percent (50% %) of the shares voting power of the Preferred Eligible Securities all Registrable Stock may deliver by notice in writing to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to all or any portion of shares of Registrable Stock held by such number of requesting Holder or Holders for sale in the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not be obligated to effect register any Common Stock pursuant to this Section 2a.unless the number of shares of Registrable Stock requested to be included in such registration pursuant to subsection exceeds fifty percent (ii50%) on behalf of the Investors unless Registrable Stock. b. The company shill be required to include the anticipated aggregate offering price, net Registrable Stock in its first Registration Statement. c. Following receipt of underwriting discounts and commissions, would exceed $20,000,000any notice given under this Section 2 by Holders of Registrable Stock requesting registration of a number of Registrable Stock that meets the magnitude requirements of Section 2a. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall immediately notify all Holders from whom notice has not been received that such registration is to be required to file effected and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting Holders, the number of shares of Eligible Securities Registrable Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other Holders) within 20 twenty (20) days after their receipt the giving of such notice delivered by the Company to such other Holders. The Holders of a majority of the shares of Registrable Stock to be sold in such offering may designate a managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Registrable Stock pursuant to Section 4 hereof)2a. hereof on one occasion only, provided, however, that such occasion shall be deemed to have occurred only when a Registration Statement covering all shares of Registrable Stock specified in notices received as aforesaid shall have become effective. A Registration Statement which does not become effective solely by reason of the refusal of the requesting Holders to proceed shall be deemed to have been effected by the Company at the request of such requesting Holders unless such requesting Holders shall have paid all of the Company's reasonable expenses in connection with such registration. d. Notwithstanding anything herein to the contrary, if the Registration Statement is to cover an underwritten distribution on a firm commitment basis and in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Stock requested for inclusion pursuant to this Section 2 would interfere with the successful marketing of a smaller number of shares, then Heiko Thieme, in his sole discretion, may reduce the nu▇▇▇▇ ▇▇ ▇▇▇res of Registrable Stock to be included in the Registration Statement to the level recommended by such managing underwriter, with the participation in such offering to be pro rata among the Holders requesting or otherwise entitled to such registration, based upon the number of shares of Registrable Stock requested to be registered by such Holders. Heiko Thieme may refuse to reduce the such number of shares ▇▇ ▇▇▇▇▇▇▇able Stock for any reason whatsoever and, in so doing, shall incur no liability to the Company. e. The Company will also shall be entitled to include in any registration statement filed pursuant Registration Statement referred to a Registration Requestin this Section 2, for sale in accordance with the method of disposition specified in such Registration Requestby the requesting Holders, such number of shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (managing underwriter, if any, such inclusion would adversely affect the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Registrable Stock to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements on behalf of the Company shall be reduced (to zeroForm S-4, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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 S-8 or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with ▇he Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting Holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after 180 days Section 9.4, may elect (by written notice sent to the Company within ten Business Days from the date of the issuance and sale such Holder's receipt of the Preferred Stock, (iaforementioned Company's notice) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible to have its Registrable Securities may deliver included in such registration thereof pursuant to this Section 9.3(a). Thereupon the Company a written shall, as expeditiously as is possible (and, in any event, within 60 days after the request that for registration), effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders for sale, subject to the next sentence, all to the extent required to permit the disposition (in accordance with respect to such number the intended method or methods thereof, as aforesaid) of the Eligible Registrable Securities owned so registered. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration by Doubletree or the Investors as Holders would materially and adversely affect the distribution of such securities, then all Holders selling Registrable Securities shall be specified in reduce the amount of Registrable Securities each intended to distribute through such request (offering on a "Registration Request"); provided, however, that the pro rata basis. The Company shall not be obligated required to effect a registration hereunder if the Board of Directors of the Company determines in the exercise of its reasonable judgment that, due to a pending or contemplated acquisition or disposition, to effect any such registration pursuant at such time would have a material adverse effect on the Company, in which case such registration may be deferred for a single period not to subsection exceed ninety (ii90) days, provided the Company shall not register any of its equity securities prior to the registration deferred under this sentence except for registrations on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts Form S-4 and commissions, would exceed $20,000,000. Except as otherwise provided Form S-8; and in Section 2(b)(iv) and 2(b)(v) hereofany event, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) effect more than two registrations of any Registrable Securities pursuant to this Section 9.3(a). If the Company shall defer a registration statements at as set forth above, the demand of Doubletree, or (b) more than two Required Holders shall have the right to withdraw the registration statements at request by giving written notice to the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following Company within 30 days after the receipt of a Registration Requestthe notice of deferral and, in the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method event of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Requestwithdrawal, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance registration request shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction counted for purposes of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock registrations to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any which 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 is entitled 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 Stock9.3(a).

Required Registration. (a) At any time after 180 days from the date One or more of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors Shareholders holding Registrable Securities constituting at least 505% of the shares total number of the Preferred Eligible Securities Ordinary Shares then outstanding may deliver to request the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register for sale under the Securities Act with respect to such number all or any portion of the Eligible Securities owned Ordinary Shares held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not proposed aggregate offering price of the Ordinary Shares held by such holder or holders must be obligated to effect any such registration at least US$15,000,000, except if the request is being made pursuant to subsection (ii) on behalf any exercise of a Lending Institution’s rights or remedies, including, without limitation, a foreclosure proceeding, in which event the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided thresholds set forth in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2shall be 1% and US$5,000,000, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"respectively. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 3.4, the Company will shall promptly notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Ordinary Shares. The Company shall use its best commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 180 days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also shall be entitled obligated to register the Ordinary Shares pursuant to this Section 3.4 on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all of the Ordinary Shares specified in notices received as aforesaid (except to the extent reduced by the managing underwriter pursuant to Section 3.4(d)) shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; provided, further, that, upon effectiveness of the registration statement satisfying the second registration obligation set forth in this Section 3.4, the Company shall have no further obligation to register any Ordinary Shares not otherwise included in the notices described above. Notwithstanding anything to the contrary contained herein, (i) no request may be made under this Section 3.4 during the period commencing 60 days prior to the Company’s good faith estimate of the effectiveness of a registration statement filed by the Company covering a firm commitment underwritten public offering (other than pursuant to this Section 3.4) and prior to the later to occur of the completion of the period of distribution for such offering or 120 days after the effective date of such registration statement, or (ii) if the Company shall furnish to the holders requesting such registration a certificate signed by the President and/or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be detrimental to the Company or its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to delay the 180-day period to register the Registrable Securities referenced in this Section 3.4(b) by not more than ninety (90) days, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.4 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 3.4 shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Ordinary Shares in the underwriting. If such method of disposition is an underwritten public offering, the Company may designate the managing underwriter(s) of such offering, which managing underwriter(s) shall be reasonably acceptable to the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering. A holder may elect to include in any such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to a Registration Requestthis Section 3.4 may, subject to the following provisions, include (i) Ordinary Shares for sale by the Company for its own account, (ii) Ordinary Shares held by officers or directors of the Company and (iii) Ordinary Shares held by other holders of Registrable Securities to be included in the securities to be covered by such registration statement in accordance with Section 3.5 and Ordinary Shares held by other holders of Ordinary Shares who may from time to time have the right to seek to include such Ordinary Shares in such registration statement (the holders referred to in this clause (iii), collectively, "Other Shareholders"), in each case for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as by the Company shall desire to sell for its own accountrequesting holders. If the method of sale designated is an underwritten public offeringsuch registration shall be underwritten, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall not be unreasonably withheld. Notwithstanding the foregoing enter into an underwriting agreement in customary form (including representations, warranties and indemnification provisions customary for a transaction of this paragraph (b), to kind) with the extent that, in the opinion representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then the Ordinary Shares held by officers or directors (if other than Registrable Securities) of the method of disposition Company or by Other Shareholders (other than Registrable Securities) and Ordinary Shares to be sold by the Company for its own account shall be an underwritten public offering)excluded from such registration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the Ordinary Shares of the Company to be included for its own account to the extent required by the managing underwriter, and then to the shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, ratable among them on the basis of the respective number of shares held by each of them. If the managing underwriter determines that marketing considerations factors require the reduction a limitation of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable Securities to be registered under this Section 3.4, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the Company underwriter's marketing limitation shall be reduced (included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to zero, if necessary); (ii) withdraw therefrom by written notice to the Company and the managing underwriter. The number of shares of Eligible Securities to securities so withdrawn shall also be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Ordinary Shares, whether for its own account or that of other shareholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 3.3 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stock120 days after the effective date of such registration, whichever is earlier, if in the good faith judgment of the managing underwriter marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.

Required Registration. If at any time, either or both of MSIT or Household shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale at least ten percent (a10%) At any time after 180 days from the date of the issuance and sale of the Preferred Stock, Registrable Shares (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless lesser percentage if the anticipated aggregate offering price, net price before calculation of underwriting discounts and commissions, commissions would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof2,000,000), the Company shall not be required will so notify all holders of Registrable Shares, including all holders who have a right to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, acquire Registrable Shares. Upon written request of any holder given within fifteen (a15) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following days after the receipt by such holder from the Company of a Registration Requestsuch notification, the Company will use its best efforts to register cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof)Act as expeditiously as possible. The Company will also shall not be entitled required to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if effect more than one party is the Requesting Holder, registration for each of MSIT and the Company, which acceptance shall not be unreasonably withheldHousehold pursuant to this Section 2.2. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered Shares held by any such registration, the number officer or director of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated included in any such registration if the requesting stockholder is unable to file a sell all of the Registrable Shares initially requested for inclusion in such registration statement at statement. If the demand of Company determines to include shares to be sold by it or by other selling shareholders in any Holder registration request pursuant to this Section 2 within 180 days following 2.2, such registration shall be deemed to have been a "piggy back" registration under Section 2.1, and not a "demand" registration under this Section 2.2 if the holders of Registrable Shares who requested the shares to be registered pursuant to this Section 2.2 are unable to include in any underwritten public offering of Common Stock or of securities such registration statement eighty-five percent (85%) of the Company convertible into or exercisable or exchangeable Registrable Shares initially requested by such holders for Common Stockinclusion in such registration statement.

Required Registration. (a) At any time after 180 days from the eighteen month anniversary of the date of this Agreement, the issuance Seller may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by the Seller for sale in the manner specified in such 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 in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver Common Stock issued upon conversion thereof. Notwithstanding anything to the Company a written contrary contained herein, no request that may be made under this Section 4 within 180 days after the Company file and use its best efforts to cause to become effective date of a registration statement under the Securities Act with respect to such number of the Eligible Securities owned filed by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company covering a firm commitment underwritten public offering in which Seller shall not be obligated have been entitled to effect any such registration join pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"5. (b) As soon as practicable following the receipt of a Registration Request, the The Company will shall use its best efforts to register under the Securities ActAct by taking all actions necessary, including without limitation those actions set forth in Section 6 hereof, for public sale in accordance with the method of disposition specified in such Registration Requestthe notice from requesting holders described in paragraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request (and notice. If such method of disposition shall be an underwritten public offering, the number Seller may designate the managing underwriter of Eligible Securities specified in all notices received from Holders within 20 days after their receipt such offering, subject to the approval of notice delivered pursuant to Section 4 hereof)the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be entitled obligated to include in any 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 filed pursuant to a Registration Requestcovering all shares of Restricted Stock specified in the notice received as aforesaid, for sale in accordance with the method of disposition specified by Seller shall have become effective. (c) The Company shall be entitled to include in such Registration Requestany registration statement referred to in this Section 4, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Restricted Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 zerosold. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time No sooner than six (6) months after 180 days from the date execution of the issuance this Agreement, if and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to whenever the Company shall receive a written request that therefor from Initiating Holders, the Company agrees to prepare and file and use its best efforts to cause to become effective promptly a registration statement under the Securities Act with respect covering the shares of Registrable Securities which are the subject of such request and agrees to use its best efforts to cause such number registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Eligible Company agrees to give promptly written notice to all Holders of Registrable Securities owned by Doubletree or that such registration is to be effected (the Investors as shall be specified "Registration Notice"). The Company agrees to include in such request registration statement such shares of Registrable Securities for which it has received written requests to register such shares by the Holders thereof within thirty (a "Registration Request"); provided30) days after the receipt of written notice from the Company. (b) The Company shall not be obligated to prepare, howeverfile and cause to become effective more than two registration statements pursuant to this Section 2, that the excluding registration statements on Form S-3 which shall not count for purposes of this limitation. The Company shall not be obligated to effect more than one registration on Form S-3 under this Section 2 during any six-month period and shall not be obligated to prepare, file and cause to become effective more than six registration statements on Form S-3 pursuant to this Section 2. (c) The Company shall not be required by this Section 2 to effect a registration of Registrable Securities pursuant to any registration statement, other than on Form S-3, unless the proposed public offering price of the securities to be included in such registration pursuant to subsection shall be at least $5.0 million (ii) on behalf of the Investors unless the anticipated aggregate offering price, net of before deducting underwriting discounts and commissions). A registration under this Section 2 shall be on a form selected by the Holders of a majority of the shares of Registrable Securities to be included in such registration. (d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, would exceed $20,000,000. Except they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as otherwise provided a part of their request made pursuant to this Section 2, and the Company agrees to include such information in its written notice referred to in Section 2(b)(iv2(a). In such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and 2(b)(vis reasonably acceptable to the Holders of a majority of the shares of Registrable Securities to be included in such registration. (e) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration exceeds the number of shares of Registrable Securities which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) this reduced number of shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement. Those Registrable Securities and other securities which are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (180) days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering. (f) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company and, subject to the requirements of Section 7 hereof, other holders of the Company's securities may include securities for its (or their) own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (g) If the Company is required to effect a registration pursuant to this Section 2 and the Company furnishes to the Holders of Registrable Securities requesting such registration, a certificate signed by the president of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder and it is therefore necessary 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 the expiration of the thirty-day response period referred to in the last sentence of Section 2(a) above; provided, that during such time the Company may not file a registration statement (other than on Form S-8) for securities to be issued and sold for its own account or that of anyone other than the Holder or Holders of Registrable Securities requesting such registration; provided, further, that the Company shall only have the right to invoke a delay in the filing of a registration statement once during any twelve-month period. The Company shall not be obligated to effect a registration pursuant to this Section 2 during the period starting with the date thirty (30) days prior to the Company's estimated date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and the Company's estimate of the date of filing such registration statement is made in good faith by a resolution of the Board adopted prior to the Company's receipt of the registration request made pursuant to Section 2(a). (h) Notwithstanding anything herein to the contrary, the Company shall not be required to file and use its best efforts to cause to become effective, effect any registration pursuant to a Registration Request under this Section 2, (a) more than two 2 within 90 days following the effective date of any other registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand statement of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". Company (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any other than another registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (bon Form S-8), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing but subject to the other provisions of this Section 2, (1) the right of a holder of Registrable Securities to require registration under this Section 2 shall not be exercisable (A) less than six (6) months following the date upon which a previous Registration Notice (unless withdrawn) issued in respect of an offering of securities for cash for the account of the Company (and in which such Holders have the right to sell Registrable Securities without limitation as to the number of Registrable Securities to be sold) shall have become effective, or (B) within six (6) months following the date upon which a Registration Notice (unless withdrawn) is first delivered to a holder of Registrable Securities if the registration statement described therein becomes effective within one hundred twenty (120) days following the date of such notice, and (2) the Company shall not be obligated required to file register any Registrable Securities on behalf of a registration statement at holder of Registrable Securities to the demand extent such Registrable Securities may then be sold in a public or private securities transaction and without any limitation on the number of any Holder pursuant Registrable Securities to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities be sold without restrictive legend in compliance with all of the applicable terms of Rule 144 under the Securities Act and provided further that the Company convertible into takes all such steps (including the payment of fees and the delivery of all necessary documentation) as are necessary or exercisable or exchangeable appropriate to permit the transfer of such shares under such Rule and provided that such Holder receives opinions from counsel for Common Stockthe Company and from counsel to such Holder (which opinions and counsel shall be reasonable satisfactory to such Holder) to the effect that such Registrable Securities may be so sold in reliance on Rule 144.

Required Registration. (a) At any time on or after 180 days from the first anniversary of the effective date of the issuance and sale an initial public offering of the Preferred StockCompany's Common Stock under the Securities Act, each of (i) DoubletreeChase Venture Capital Associates, or L.P. ("Chase"), (ii) Investors holding Warburg, ▇▇▇▇▇▇ Equity Partners, L.P. ("Warburg"), and (iii) the holders of Restricted Stock constituting at least 50% a majority of the shares total Restricted Stock outstanding at such time may, on one occasion only, request the Company to register all or any portion of the Preferred Eligible Securities may deliver to Restricted Stock held by such requesting holder or holders for sale in the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, only securities which the Company shall not be required to file and use its best efforts to cause to become effective, register pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand hereto shall be shares of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"Common Stock. (b) As soon as practicable Promptly following the receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify any holders of Restricted Stock from whom notice has not been received and any holder of Founders Stock and shall use its best efforts to register under the Securities Act, for public sale Public Sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all any notices received from Holders other holders of Restricted Stock and holders of Founders Stock within 20 twenty (20) days after their receipt of notice delivered pursuant from the Company), provided, however, that the number of shares of Restricted Stock and Founders Stock to Section 4 hereof)be included in such an underwriting may be reduced (first, pro rata among the requesting holders of Founders Stock based upon the number of shares of Founders Stock owned by such holders and then, if necessary, pro rata among holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holder) 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 shall designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the Restricted Stock covered by the offering, which approval shall not be unreasonably withheld. The Company will also shall be entitled obligated to include in any register Restricted Stock pursuant to this Section 4 on three (3) occasions only, provided that such obligation shall be deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering 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 and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) Notwithstanding anything to the contrary in this Agreement, the Company may delay for up to 90 days the filing or effectiveness of a registration statement pursuant to a request under this Section 4 if the Board of Directors of the Company shall determine that such Registration Requesta registration would not be in the best interests of the Company at such time, such number during which period the requesting holders may withdraw their request, in which case the requesting holders will not have been deemed to have made a request for registration under this Section 4. (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 as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Restricted Stock covered by any such registration, the number of shares of Common Stock (if any) to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successors thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other holders, from the demand date of any Holder receipt of a notice from a requesting holder or holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stockwithdrawal of such registration.

Required Registration. (a) At any time after 180 days from time, a Stockholder or Stockholders may request the date Company, in writing, to effect the registration on Form S-3 (or any successor form relating to secondary offerings) of all or any portion of the issuance Registrable Shares. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request and sale shall include the identity of the Preferred Stockproposed underwriter who shall be acceptable to the Company. Upon receipt of any such request, (i) Doubletreethe Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver by giving written notice to the Company a written request that within 10 days after the Company file and provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to cause to become effective a effect the registration statement under the Securities Act with respect to on Form S-3 (or such number successor form) of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that all Registrable Shares which the Company has been requested to so register. (b) The Company shall not only be obligated required to effect any such registration a total of two registrations pursuant to subsection paragraph (iia) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000above. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereofIn addition, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a effect any registration within six months after the effective date of any other Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand Statement of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding If at the foregoing provisions time of any request to register Registrable Shares pursuant to this Section 2, the Company shall is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be materially adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not be obligated to file in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be. Following the delay of the filing of a registration statement in accordance with the above, the Company shall promptly proceed with such filing at the demand of any Holder pursuant to this Section 2 within 180 days following any underwritten earliest time practicable, notwithstanding such six-month period has not run, if such registered public offering of Common Stock or of securities of is abandoned by the Company convertible into or exercisable or exchangeable for Common Stocksuch adverse effect on such other activity is no longer present.

Required Registration. (a) At any time after 180 days from the date earlier of the issuance and sale of the Preferred Stock, (i) Doubletree, or expiration of the six (6) month period following the closing of the Company’s Qualified Public Offering and (ii) Investors holding at least 50% the third (3rd) anniversary of the date hereof, one or more of the holders of Registrable Securities constituting a majority of the total shares of Registrable Securities then outstanding may request that the Company register for sale under the Securities Act up to all of the shares of Registrable Securities held by such holders in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"notice. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4.1(a), the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, Act for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within one hundred eighty (180) days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof)notice. The Company will also shall be entitled obligated to register the Registrable Securities pursuant to this Section 4.1 on one (1) occasion only. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.1, after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or ninety (90) days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.1, and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4.1, shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. The Board shall designate the managing underwriter of such offering. A holder may elect to include in any such underwriting all or a part of the Registrable Securities it holds. (d) A registration statement filed pursuant to a Registration Requestthis Section 4.1 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account and (ii) shares of Common Stock held by officers or directors of the Company, in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company and such officers and directors proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers or directors than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such Registration Requestregistration, such number of exclusion, to the extent required by the managing underwriter, shall be applied in the following order: first, to the shares held by the directors and officers and second, to the shares of Common Stock as of the Company shall desire to sell be included for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of determines that marketing factors require a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction further limitation of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable Securities to be registered under this Section 4.1, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. If any holder of Registrable Securities, officer or director who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4.1 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stockone hundred twenty (120) days after the effective date of such registration, whichever is later.

Required Registration. (a) At any time after 180 days from the date Registration Date, if any of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written Demanding Holders shall request that the Company file and Corporation effect the registration of Registrable Shares under the Securities Act with an anticipated aggregate offering price to the public of not less than $50,000,000, the Corporation shall promptly use its best efforts to cause to become effective a effect the registration statement under the Securities Act with respect of such Registrable Shares. Upon such request, then the Corporation shall promptly give written notice to the other Investors of its requirement to so register such offering and, upon the written request, delivered to the Corporation within thirty (30) days after delivery of any such notice by the Company, of the other Investors to include in such registration Registrable Shares (which request shall specify the number of the Eligible Securities owned by Doubletree or the Investors as shall such Registrable Shares proposed to be specified included in such request (a "Registration Request"registration); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall Corporation shall, whether or not be required any other Investors request to file and include any Registrable Shares in such registration, subject to Section 2(b) below, promptly use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two effect such registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with Act of an offering of the method of disposition specified in such Registration Request, Registrable Shares which the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant Corporation has been so requested to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, register for sale in accordance with the method of disposition distribution specified in the initiating request. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Corporation shall not be obligated to file and cause to become effective more than one (1) registration statement initiated by each of the Demanding Holders, in each case pursuant to Section 2(a) above, on Form S-1 promulgated under the Securities Act (or any successor form thereto). (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 Registration Requestrequest: (X) the Corporation is engaged, or has fixed plans to engage within 15 days of the time of such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an request, in a firm commitment underwritten public offeringoffering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (Y) the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation; provided, however, that the Corporation shall only be entitled to invoke its rights under this Section 2(b)(ii) one time during each fiscal year of the Corporation during the duration of this Agreement. (iii) If the managing underwriter or underwriters must advises the Corporation that the inclusion of all Registrable Shares and/or Primary Shares proposed to be reasonably acceptable to both included in such registration would interfere with the Requesting Holder, or the holders of a majority successful marketing (including pricing) of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting HolderRegistrable Shares proposed to be included in such registration, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of then the number of shares of Common Stock covered Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Primary Shares; and (B) second, the Registrable Shares held by any the Investors (or, if necessary, such registration, Registrable Shares pro rata among the holders thereof based upon the number of shares of Common Stock Registrable Shares requested to be registered and sold by each Investor). (iv) If the Requisite Requesting Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be reduced as follows: (i) The number in the form of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zeroan underwritten offering, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 no Investor participating in such registration shall unreasonably withhold consent to such election by another Investor participating in such registration. The Requisite Requesting Holders shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with 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. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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 onesuch offering. (v) Notwithstanding At any time before the foregoingregistration statement covering such Registrable Shares becomes effective, if such Requisite Requesting Holders may request the Corporation to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in connection with response to, a material adverse effect or a similar event related to the business, properties, condition, or operations of the Corporation not known (without imputing the knowledge of any Registration Request made other Person to such holders) by the Investorsholders initiating such request at the time their request was made, or other material facts not known to such holders at the Investors requesting inclusion time their request was made, such holders shall be deemed to have used one of Eligible Securities in such their 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 pursuant to clause rights under Section 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by unless the Company pursuant to Demanding Holder making the initial request under Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) aboveis not among the Requisite Requesting Holders requesting such withdrawal. (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.

Required Registration. (a) At any time after 180 days from If the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company Holder makes a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number for 100% of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); providedRegistrable Securities, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, then the Company will use its best efforts to register effect a registration statement under the Securities Act, for public sale in accordance with Act covering all Registrable Securities which the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant Holder requested to Section 4 hereof)be registered. The Company will also shall be entitled obligated to include in any prepare, file and cause to become effective only one (1) registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holderthis Section 2.a., and to pay the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to expenses associated with 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 zerostatement, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 effect a registration during the period starting within 60 days prior to the filing date of a registration statement of the Company, and ending 180 days after the effective date of a Company registration. Furthermore, the Company shall only be obligated to effect a registration under this Section 2.a. if the Holder’s proposed disposal of Registrable Securities may be immediately registered on Form S-3 pursuant to a Form S-3 registration. In the event that a registration has been requested pursuant to this Section, but the Holder determines for any reason not to proceed with a registration at any time before the demand registration statement has been declared effective by the Commission, and Holder requests the Company to withdraw such registration statement, if theretofore filed with the Commission, with respect to the Registrable Securities covered thereby, and (b) the Holder agrees to bear his own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of any such Registrable Securities, then the Holder shall not be deemed to have exercised his right to require the Company to register Registrable Securities 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 Stock2.a.

Required Registration. (aA) At any time after 180 days from the date first anniversary of the issuance and sale of Closing, Purchaser shall have the Preferred Stockright, by written notice (ithe "Registration Notice") Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that Company, to require the Company file and to use its best reasonable efforts to cause to become effective a registration statement register (the "Required Registration") under the Securities Act with respect to such number all or any portion of the Eligible Securities Shares then owned by Doubletree or Purchaser (the Investors as shall be specified in such request (a "Registration RequestRegistrable Securities"); provided, however, that and the Company shall not be obligated to effect any register such registration pursuant to subsection (ii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000Registrable Securities. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company Purchaser shall not be required entitled to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) exercise more than two registration statements at the demand of Doubletree, one such right in any 12 month period or (b) more than two registration statements at a total of five such rights during the demand term of this Agreement. Notwithstanding the Investors. The party or parties delivering a foregoing, if, in addition to the Registrable Securities, the Required Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made include shares to be offered by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If , shares of Trust Beneficiaries (as defined in the method Plan of sale designated is an underwritten public offeringReorganization, dated September 28, 1999, as amended, of MetLife (the managing underwriter or underwriters must be reasonably acceptable "Plan")) having registration rights pursuant to both the Requesting Holder, or the holders of a majority Section 3.3(c)(v) of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting HolderPlan or shares of others persons with registration rights, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions Board of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf 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 reduced (to zeroincluded in the Required Registration, if necessary); (ii) The number of and the shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and included in the Fix Partnership Required Registration will be allocated in the following priority: (w) all shares owned by such Trust Beneficiaries shall be reduced included first, (to zero, if necessaryx) pro rata according to the number of all shares of Eligible Securities held by each; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.of

Required Registration. (a) At any time beginning twelve months after 180 days from the date a registration statement covering an initial public offering of securities of the issuance and sale Company under the Securities Act shall have become effective, the holder or holders of Registerable Stock constituting at least 51% of the Preferred Stock, (i) Doubletree, total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registerable Stock held by such requesting holder or holders for resale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective manner specified in such notice. In addition, at any time after July 22, 1996, if a registration statement on Form S-3 or any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned shares of Registerable Stock held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request (a "Registration Request"); provided, however, that the Company shall not may be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two 3 within 120 days after the effective date of a registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made statement filed by the Investors may be identified by Company covering a firm commitment underwritten public offering in which the Requesting Holder holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that there shall have been effectively registered all shares of Registerable Stock as a "Priority Demand"to which registration shall have been requested. (b) As soon as practicable following the Following receipt of a Registration Requestany request under this Section 3, the Company will shall notify all holders of Registerable Stock from whom a request has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestrequest from requesting holders, the number of shares of Eligible Securities Registerable Stock specified in such Registration Request request (and the number of Eligible Securities specified in all notices requests received by the Company from Holders other holders within 20 15 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be entitled obligated to include in register Registerable Stock pursuant to this Section 3 on two occasions only and shall use its best efforts to cause each such Registration Statement to become effective whether or not all shares requested to be registered can be included. However, the Company's obligation as to any required registration hereunder shall be deemed satisfied only if that registration statement filed pursuant to has become effective, has remained effective for a Registration Requestperiod of 120 days (or such shorter period in which all securities registered have been sold) and includes all shares of Registerable Stock specified in requests received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in such Registration Requestany registration statement referred to in this Section 3, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of account or for sale designated is an underwritten public offeringby others, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require of the reduction of Registerable Stock to be sold (including the price at which such securities can be sold) or reduce the number of shares of Common Registerable Stock covered by any such registration, the number of shares of Common Stock otherwise able to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction included in the number of such Eligible Securities by 10% Registration Statement. Except for registration statements on Form S-8 or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 3 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockdistribution of the shares covered by such registration.

Required Registration. (a) At any time after 180 days from the date that is six (6) months after the closing of the issuance and Company’s first underwritten public offering of its Common Stock under the Securities Act (“IPO”), any Investor may request that the Company register for sale of under the Preferred Stock, (i) Doubletree, Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not be obligated to effect anticipated gross proceeds of any such offering and registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements 6.4 shall be at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"least $10,000,000. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 6.4, the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestthe notice from requesting holders described in paragraph (a) above, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also shall be entitled obligated to include register the Registrable Securities pursuant to this Section 6.4 on two (2) occasions only, and not more than once in any consecutive twelve (12) month period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect a registration pursuant to this Section 6.4 during the period commencing sixty (60) days prior to the estimated filing date of, and ending on the date which is one hundred twenty (120) days after the effective date of a registration statement filed by the Company covering an underwritten public offering of the Common Stock under the Securities Act; provided that, the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and such estimate of the filing date is made in good faith. (c) If the holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of their request made pursuant to a Registration Request, for sale this Section 6.4 and the Company shall include such information in accordance with the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 6.4 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. If such method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the holder shall designate the managing underwriter or underwriters must of such offering, which underwriter shall be reasonably acceptable to both the Requesting Holder, Company. A holder may elect to include in such underwriting all or the holders of a majority part of the Eligible Registrable Securities held it holds, subject to the limitations required by all parties comprising the Requesting Holder if more managing underwriter as provided for in Section 6.4(d) below. (d) Without the prior written consent of the Investors, the Company will not include in any registration under this Section 6.4 any securities other than one party is the Requesting Holder(a) Registrable Securities, (b) shares of stock pursuant to Section 6.5 hereof, and (c) securities to be registered for offering and sale on behalf of the Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Securities and other securities, if any, which acceptance shall not can be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), sold in an orderly manner in such offering within a price range acceptable to the extent thatInvestor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Securities, the number of shares of Registrable Securities requested to be included that in the opinion of such underwriters can be sold in an orderly manner within the underwriter or underwriters price range of such offering, subject to the following order of priority: (if A) first, the method of disposition shall securities requested to be an underwritten public offering)included therein by the Investors, marketing considerations require pro rata among the reduction Investors on the basis of the number of shares of Common Stock covered by any stock requested to be included in such registration; and (B) second, any other securities requested to be included in such registration by other Stockholders of the Company, pro rata among such stockholders on the basis of the number of shares of Common Stock requested to be registered included in such registration; and sold pursuant to such registration shall be reduced as follows: (iC) The number of shares of Eligible Securities third, the 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 DeBo▇▇, ▇▇e 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; and (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 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 zeroCompany. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from the date which is six (6) --------------------- months after the closing of an initial public offering of the issuance and sale Company's common stock, the Holders of a majority of the Preferred Stocktotal number of Registrable Securities then outstanding may request (a "Demand") that the Company prepare and file a registration statement under the 1933 Act covering any or all of the Registrable Securities. In the event that the Company receives a Demand under this Paragraph 2, the Company shall, within five (5) business days of the receipt of the Demand, give written notice of such request to all Holders of Registrable Securities and shall file a registration statement not more than the later of (i) Doubletree, thirty (30) business days after receipt of a Demand or (ii) Investors holding at least 50% of ten (10) business days after requisite financial statements are available for inclusion in the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file registration statement, and use its best efforts to cause to become effective a effect as soon as practicable thereafter, the registration statement under the 1933 Act in accordance with Paragraph 4 hereof of all Registrable Securities Act which the Holders request be registered within twenty (20) business days after the mailing of such notice by the Company in accordance with respect to such number of the Eligible Securities owned by Doubletree or the Investors as subparagraph 16(c). The Company shall be specified in such request (a "Registration Request"); obligated to register Registrable Securities pursuant to this Paragraph 2 on one occasion only, provided, however, that such obligation shall be deemed satisfied ----------------- only when a registration statement covering all Registrable Securities specified in such Demand, as well as by any Holders joining in such Demand, shall have become effective for the Company shall not be obligated to effect any sale of such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Registrable Securities Act, for public sale in accordance with the method of disposition specified in by the requesting Holders, and, if such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an a firm commitment underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 withheldsuch shares have been sold pursuant thereto. Notwithstanding the foregoing provisions of this paragraph (b), anything to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registrationcontrary contained herein, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered Company may not, on its own behalf or on behalf of the Company shall be reduced (to zeroany other stockholder(s), if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 under the demand of any Holder pursuant to this Section 2 within 180 days following any underwritten 1933 Act for a public offering of Common Stock or its common stock within 90 days after the effective date of securities of the Company convertible into or exercisable or exchangeable for Common Stocka registration statement filed under this Paragraph 2.

Required Registration. (a) At any time after 180 days from the date Initial Public Offering, one or more of the issuance and sale holders of Registrable Securities constituting at least 25% of the Preferred Stock, (i) Doubletree, total shares of Registrable Securities then outstanding may request the Company to register for sale under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf proposed offering price of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed Registrable Securities held by such holder or holders must be at least $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"5,000,000. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4.3, the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 180 days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also shall be entitled obligated to include in any register the Registrable Securities pursuant to this Section 4.3 on three (3) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement filed covering all shares of Registrable Securities specified in notices received as aforesaid (except to the extent reduced (but not by more than 10%) by the managing underwriter, if any, pursuant to a Registration RequestSection 4.3(d)), for sale in accordance with the method of disposition specified in by the requesting holders, shall have become effective and, if such Registration Requestmethod of disposition is a firm commitment underwritten public offering, all such number shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.3 after the effective date of shares a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of Common Stock the completion of the period of distribution for such offering or 90 days after the effective date of such registration statement. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4.3 and the Company shall desire include such information in the written notice referred to sell for its own accountin paragraph (b) above. The right of any holder to registration pursuant to this Section 4.3 shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Registrable Securities in the underwriting. If the such method of sale designated disposition is an underwritten public offering, the holders of at least a majority in interest of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter or underwriters must of such offering, which managing underwriter shall be reasonably acceptable to both the Requesting Holder, Company. A holder may elect to include in such underwriting all or the holders of a majority part of the Eligible Registrable Securities it holds. (d) A registration statement filed pursuant to this Section 4.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and officers or directors of the Company, which acceptance shall not be unreasonably withheld. Notwithstanding and (iii) shares of Common Stock held by persons who by virtue of agreements with the foregoing Company in compliance with the provisions of this paragraph Section 4.12 hereof are entitled to include such shares in such registration (bthe "Other Shareholders"), in each case for sale in accordance with the method of disposition specified by the requesting holders; provided, however, that if the number of shares so included pursuant to clauses (i), (ii) and (iii) above exceeds the extent thatnumber of Registrable Securities presented by the holders requesting registration thereof, then such registration shall be deemed to be a registration in accordance with Section 4.4. If such registration shall be underwritten, the opinion Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters (if selected for such underwriting on terms no less favorable to such officers, directors or Other Shareholders than the method terms afforded the holders of disposition shall be an underwritten public offering), Registrable Securities. If and to the extent that the managing underwriter determines that marketing considerations factors require the reduction of a limitation on the number of shares to be included in such registration, then the shares of Common Stock covered held by any such registration, officers or directors (other than Registrable Securities) of the number of Company or by Other Shareholders (other than Registrable Securities) and shares of Common Stock to be registered and sold pursuant to by the Company for its own account shall be excluded from such registration to the extent so required by such managing underwriter, and unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be reduced as follows: (i) The applied first to the shares held by the directors and officers and the Other Shareholders to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of shares of Eligible Registrable Securities to be registered under this Section 4.3, then Registrable Securities shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on behalf their ownership of Registrable Securities. In any event all securities to be sold other than Registrable Securities will be excluded prior to any exclusion of Registrable Securities. No Registrable Securities or any other security excluded from the underwriting by reason of the Company underwriter's marketing limitation shall be reduced (included in such registration. If any holder of Registrable Securities, officer, director and Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the terms of the underwriting, such holder of securities may elect to zero, if necessary); (ii) withdraw therefrom by written notice to the Company and the managing underwriter. The number of shares of Eligible Securities to securities so withdrawn shall also be registered withdrawn from registration. Except for registration statements on behalf of DeBoForm ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 4.3 until the completion of the Company convertible into period of distribution of the registration contemplated thereby or exercisable or exchangeable for Common Stock120 days after the effective date of such registration, whichever is later.

Required Registration. (a) At any time after 180 days from If the date Company shall be requested by holders of --------------------- at least a majority of the issuance and sale outstanding Shares to effect the Registration of the Preferred StockRegistrable Securities, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to then the Company a shall promptly give written request that notice of such proposed Registration to all holders of Shares, and thereupon the Company file and shall promptly use its best efforts to cause to become effective a registration statement under effect the Securities Act with respect to such number Registration of the Eligible Registrable Securities owned by Doubletree that the Company has been requested to Register for disposition as described in the request of such holders of Shares and in any response received from any of the holders of Shares within ten (10) days or the Investors such longer period as shall be specified set forth in such request (a "Registration Request")the notice, after the giving of the written notice by the Company; provided, provided however, that the Company shall not be ---------------- obligated to effect any such 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 to subsection this Section 22. (iib) on behalf of Notwithstanding 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) and 2(b)(v) hereofforegoing, the Company may include in each such Registration requested pursuant to this Section 2.2 any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company 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 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 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 and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 2: (i) within 180 days following six (6) months after any underwritten public offering of Common Stock or of securities of other registration by the Company convertible into (other than under "Excluded Forms," as defined in Section 2.3 (a) below) or exercisable (ii) 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 exchangeable for Common Stocksuch shorter period ending on the date, whichever first occurs, that such transaction is publicly disclosed, abandoned or consummated.

Required Registration. (a) At any time after 180 days from the date earlier of the issuance and sale of the Preferred Stock, (i) Doubletree, six (6) years from the first day on which any shares of Preferred Stock are outstanding or (ii) Investors holding one year after the Company's initial public offering, the holders of Restricted Stock constituting at least 5020% in interest of the total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act at least 20% of the shares of Restricted Stock held by such requesting holder or holders (or any lesser percentage if the Preferred Eligible Securities may deliver to anticipated gross receipts by such holders of Restricted Stock from the Company a written request that proposed registration exceed $2,000,000) for sale in the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (notice. For purposes of this Section 2.3 and Sections 2.4, 2.5, 6.1 and 6.4, the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a "Registration Request")holder of Preferred Shares upon conversion of all shares of Preferred Stock; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, only securities which the Company shall not be required to file register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 2.3 or Sections 2.4 and use its best efforts 2.5, the holders of Preferred Shares shall be entitled to cause sell such Preferred Shares to become effectivethe underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, pursuant as applicable, thereof. Notwithstanding anything to a Registration Request the contrary contained herein, no request may be made under this Section 2, (a) more than two registration statements at 2.3 within 180 days after the demand of Doubletree, or (b) more than two registration statements at the demand effective date of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made first registration statement on Form S-1 filed by the Investors may Company. If the offering is to be identified by underwritten, the Requesting Holder as a "Priority Demand"initiating holders shall select the underwriters and the managing underwriters (subject to the consent of the Company, which consent will not be unreasonably withheld). (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 2.3, the Company will 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 15 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 its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such Registration Requestparagraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 15 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be entitled obligated to include in register Restricted Stock pursuant to this Section 2.3 on two occasions only (except for registrations on Form S-3 or any equivalent successor form); provided, however, that such obligation shall be deemed satisfied with respect to each such occasion only when a registration statement filed pursuant to a Registration Request, covering seventy-five percent (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 or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of Restricted Stock and Preferred Shares (other than as a result of a Material Adverse Change) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (including shares sold pursuant to the underwriters' over-allotment option). (c) The Company shall be entitled to include in such Registration Request, such number of any registration statement referred to in this Section 2.3 shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if managing underwriter, such inclusion would adversely affect the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Restricted Stock to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e Trusts and -▇ or any successor thereto, the Fix Partnership shall be reduced (Company will not file with the Commission any other registration statement with respect to zeroits Common Stock, if necessary) pro rata according 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 2.3 until the number completion of shares the period of Eligible Securities held by each; anddistribution of the registration contemplated thereby. (iiid) The number If in the opinion of shares the managing underwriter the inclusion of Eligible Securities to be registered on behalf all 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 Priority Demand the number of shares of Eligible Securities Restricted Stock requested to be registered on behalf under this Section would adversely affect the marketing of the Investors shall only be reduced after the number of such shares, shares requested to be registered sold by Doubletree has been reduced to zero. (iv) Notwithstanding the foregoingholders of Restricted Stock, if in connection with anyRegistration Request made by Doubletreeany, the number of Eligible Securities requested shall be excluded only after any shares 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock sold by the Company pursuant have been excluded, in such manner that the shares to Section (vi)(a) be sold shall be allocated among the selling holders pro rata based on their ownership of the Certificate of Designation constitute a Registration Request allocable 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 Restricted Stock.

Required Registration. (a) At Subject to the provisions of subsection (e) of this Section VII.1, the holder may at any time after 180 days from the date fourth anniversary of the issuance and sale initial public offering of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% common stock of the shares of the Preferred Eligible Securities may deliver to the Company a written request in writing that the Company file and use its best efforts to cause to become effective a registration statement register the Shares under the Securities Act with respect to such number of 1993, as amended (the Eligible Securities owned by Doubletree or "Act") for sale in the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, howeverthat the Company shall have no obligation to register the Shares pursuant to this subsection (a) unless the number of Shares for which registration has been requested constitutes at least five percent (5%) of the Company's common stock then outstanding; and provided further, that the Company shall not be obligated to effect any such registration register the Shares pursuant to this subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) on more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"occasions. (b) As soon as practicable following the Following receipt of any notice delivered in compliance with subsection (a) of this Section VII.1 (a Registration Request"Demand"), the Company will shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration RequestDemand, the number of shares of Eligible Securities Shares specified in such Registration Request (and Demand. The holder may designate the number managing underwriter or underwriters if the offering is to be underwritten, which shall be of Eligible Securities specified in all notices received from Holders within 20 days after their receipt national standing, subject to the approval of notice delivered pursuant to Section 4 hereof)the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be entitled deemed to include in any registration statement filed have satisfied an obligation to register the Shares pursuant to a Registration RequestDemand only when a registration statement covering the Shares specified in the Demand and any written requests delivered under this subsection (b), for sale in accordance with the method of disposition specified in the Demand, shall have become effective and the period of distribution of the Shares contemplated thereby shall have been completed (determined as hereinafter provided). (c) The Company shall be entitled to include in any registration statement filed in response to a Demand made in accordance with this Section VII.1, for sale in accordance with the method of disposition specified by the holder in such Registration RequestDemand, such number of shares of Common Stock as common stock to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (managing underwriter(s), if any, such inclusion would adversely affect the method marketing of disposition the Shares for which registration has been requested in connection with such Demand, which Shares shall be an underwritten public offering)registered prior to the shares that the Company and any other shareholders propose to register. Except for registration statements on form S-4, marketing considerations require S-8 or any successor forms thereto, the reduction Company will not file with the Securities and Exchange Commission (the "Commission") any other registration statement with respect to its securities, whether for its own account or that of other security holders, from the date of receipt of a Demand pursuant to this Section VII.1 until 30 days following the completion of the number period of shares distribution of Common Stock covered by the Shares contemplated thereby (determined as hereinafter provided). (d) The Company may at its option elect that any such registration, the number of shares of Common Stock to be registered and sold requested registration pursuant to this Section VII.1 be delayed for a period not in excess of 120 days from the date of 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 DeBo▇▇, ▇▇e 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; and (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 eachDemand; provided, however, that in connection with such right to delay a Priority Demand the number of shares of Eligible Securities requested to may not 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock exercised by the Company pursuant to this Section VII.1 more than once in any twelve-month period (vi)(a) so that no such election by the Company may be made within twelve months of a previous election by the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) aboveCompany under this subsection (d)). (ce) Notwithstanding anything to the foregoing provisions contrary contained in subsection (a) of this Section 2VII.1, no Demand may be made under this Section VII.1 within 90 days after the Company shall not be obligated to file effective date of a registration statement at filed by the demand Company covering a public offering in which the holders of any Holder the Shares shall have been entitled to join pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities of VII.2 and in which there shall have been effectively registered all the Company convertible into or exercisable or exchangeable for Common StockShares as to which registration shall have been requested in accordance with Section VII.2.

Required Registration. (a) At any time after 180 days from following the date which is six months after any registration statement covering a Public Offering of securities of the issuance and sale Company under the Securities Act shall have become effective, the Holders of Registrable Securities constituting at least 25% of the Preferred Stock, (i) Doubletree, total shares of Registrable Securities then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting Holder or Holders for sale in the Preferred Eligible Securities may deliver manner specified in such notice. Notwithstanding anything to the Company a written contrary contained herein, no request that may be made under this Section 2 within 180 days after the Company file and use its best efforts to cause to become effective date of a registration statement under filed by the Company covering a firm commitment underwritten Public Offering in which the Holders of Registrable Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated entitled to effect any such registration join pursuant to subsection Sections 2, 3 or 4 and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. (iib) on behalf Following receipt 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request any notice under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will shall promptly notify all Holders of Registrable Securities from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting Holders, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from such other Holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten Public Offering, the Holders of a majority of the shares of Registrable Securities to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company. If such method of disposition is an underwritten Public Offering and in the opinion of the managing underwriter inclusion of all shares of Registrable Securities for which registration has been requested would adversely affect the marketing of the shares to be sold, the number of shares of Registrable Securities to be included may be reduced pro rata among requesting Holders based on the number of shares of Registrable Securities, owned by such Holders. The Company will also shall be obligated to register Registrable Securities pursuant to this Section 2 on one occasion only. (c) The Company and any other Holders of Common Stock shall be entitled to include in any registration statement filed pursuant referred to a Registration Requestin this Section 2, for sale in accordance with the method of disposition specified in such Registration Requestby the requesting Holders, such number of shares of Common Stock as to be sold by the Company shall desire to sell or such other Holders for its their own account. If the method of sale designated is an underwritten public offeringaccounts, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offeringPublic Offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.be

Required Registration. (a) At any time and from time to time after 180 days from the date of hereof, the issuance and Supermajority Preferred Stockholders may request the Company to register for sale of under the Preferred Stock, (i) Doubletree, Securities Act all or (ii) Investors holding at least 50% any portion of the shares of the Preferred Eligible Stockholder Registrable Securities may deliver to held by such requesting holder or holders for sale in the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect notice on Form S-1 or any such similar long-form registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"form. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under Section 4.3(a), the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestthe notice from requesting holders described in Section 4.3(a), the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also shall be entitled obligated to include in any register the Registrable Securities pursuant to this Section 4.3 on three (3) occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement filed covering all shares of Registrable Securities specified in notices received as aforesaid (except to the extent reduced (but not by more than 25%) by the managing underwriter, if any, pursuant to a Registration RequestSection 4.3(d)), for sale in accordance with the method of disposition specified in by the requesting holders, shall have become effective and, if such Registration Requestmethod of disposition is a firm commitment underwritten public offering, all such number shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, during the period between the effective date of shares a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of Common Stock the completion of the period of distribution for such offering or 180 days after the effective date of such registration statement, no request maybe made under this Section 4.3. (c) If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 4.3(a) and the Company shall desire include such information in the written notice referred to sell for its own accountin Section 43(b). If the such method of sale designated disposition is an underwritten public offering, the right of any holder to registration pursuant to this Section 4.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in such underwriting. If such method of disposition is an underwritten public offering, the Supermajority Preferred Stockholders shall designate the managing underwriter or underwriters must of such offering, which managing underwriter shall be reasonably acceptable to both the Requesting HolderCompany. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds, provided, that the portion of such securities that shall be included in such underwriting shall be subject to reduction as set forth in Section 4.3(d). (d) A registration statement filed pursuant to this Section 4.3 may, subject to the following provisions, include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company and (iii) shares of Common Stock held by other Persons who are entitled to include such shares in such registration (the “Other Shareholders”), in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, such officers and directors and the Other Shareholders proposing to distribute their shares through such underwriting shall join with the holders of Registrable Securities proposing to distribute their shares through such underwriting in entering into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting. The terms of such underwriting agreement shall be no less favorable to such officers, directors or Other Shareholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration, then, unless the Company, holders of a majority of the Eligible Securities Class C Preferred and holders of a majority of the Junior Preferred shall have otherwise agreed in writing, shares shall be excluded from such registration to the extent so required by such managing underwriter and such exclusion shall be applied (A) first, to the shares held by all parties comprising the Requesting Holder if more than one party is Other Shareholders, (B) second, to the Requesting Holder, shares held by the directors and officers of the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b)C) third, to the extent that, shares to be included in the opinion of registration by the Company for its own account (D) fourth, to the Initial Registrable Securities, (E) fifth, to the Preferred Stockholder Registrable Securities relating to the Junior Preferred and (F) sixth, to the Preferred Stockholder Registrable Securities relating to the Class C Preferred. If the managing underwriter or underwriters (if the method of disposition shall be an underwritten public offering), determines that marketing considerations factors require the reduction a limitation of the number of shares of Common Stock covered by any such registration, of the number of shares of Common Stock categories described in clauses (A) — (D) above to be registered and under this Section 4.3, then shares of such category shall be excluded in such manner that the shares of such category to be sold pursuant to shall be allocated pro rata among the selling holders of such category of shares pro rata based on their ownership of such category of shares. No Registrable Securities or any other security excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf provided above, disapproves of the terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the Company and the managing underwriter. The securities so withdrawn shall also be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered withdrawn from registration. Except for registration statements on behalf of DeBo▇Form S-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% comparable form or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file with the Commission any other registration statement, whether for its own account or that of other stockholders, from the date of receipt of a registration statement at the demand of any Holder notice from requesting holders pursuant to this Section 2 within 4.3 until the completion of the period of distribution of the registration contemplated thereby or 180 days following after the effective date of such registration, whichever is later. (e) If at the time of any underwritten request to register Registrable Shares by holders pursuant to this Section 4.3, the Company is engaged or has plans to engage in a registered public offering of Common Stock or of securities is engaged in any other activity which, in the good faith determination of the Board, would be adversely affected by the requested registration, then the Company convertible into or exercisable or exchangeable may at its option direct that such request be delayed for Common Stocka period not in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company not more than twice in any 12-month period and in no event before the 90th day following the last day of any previous period during which registration has been delayed.

Required Registration. (a) At Pursuant to the terms and subject to the conditions hereof, if at any time after 180 days six (6) months from the date hereof, the Company shall receive a written request therefor from the Holders of at least 30 percent of the issuance Registrable Securities then outstanding, the Company agrees to prepare and sale of file promptly a registration statement under the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of 1933 Act covering the shares of Registrable Securities which are the Preferred Eligible Securities may deliver subject of such request and agrees to the Company a written request that the Company file and use its best efforts to cause such registration statement to become effective a registration statement under as expeditiously as possible. Upon the Securities Act with respect to receipt of such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereofrequest, the Company shall not agrees to give prompt written notice to all Holders of Registrable Securities that such registration is to be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investorseffected. The party or parties delivering a Registration Request is hereinafter referred Company agrees to as the "Requesting Holder." The second Registratio Request made include in such registration statement such shares of Registrable Securities for which it has received written request to register such shares by the Investors may be identified Holders thereof within twenty (20) days after the receipt by the Requesting Holder as a "Priority Demand"Holders of written notice from the Company. (b) As soon as practicable following The Company shall be obligated to prepare, file and cause to become effective only two registration statements pursuant to this Section 6.2. A registration required to be effected by the receipt Company pursuant to this Section 6.2 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, for any reason not attributable to the Holders initiating the registration request hereunder (the "Initiating Holders") with respect to such registration statement, and has not thereafter become effective or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a Registration Requestfailure on the part of the Initiating Holders with respect to such registration statement. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method name of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must (the "managing underwriter") that a majority interest of the Initiating Holders propose to employ, as part of their request made pursuant to this Section 6.2, and the Company agrees to include such information in its written notice referred to in Section 6.2(a). In such event, the right of any Holder to registration pursuant to this Section 6.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder). All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the managing underwriter or underwriters elected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to both the Requesting Holder, or the holders Holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable 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 DeBo▇▇, ▇▇e 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; and (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 included in connection with 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 zerosuch registration. (ivd) Notwithstanding the foregoing, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in connection with anyRegistration Request made by Doubletree, such registration in writing that in its good faith judgment the number of Eligible shares of Registrable Securities and the other securities requested to be registered by Doubletree shall have been reduced, included in such registration exceeds the number of Registration Requests granted shares of Registrable Securities and the other securities which can be sold in such offering, then (i) the other securities so requested 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, the Investors requesting inclusion of Eligible Securities included in such registration shall experience a reduction in initially be reduced and the number of shares of Registrable Securities so requested to be included in such Eligible Securities by 10% or moreregistration shall subsequently be reduced, the together to that number of Registration Requests granted shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) the reduced number of Registrable Securities to be included in the Investors pursuant to clause 2(a) above underwriting shall be increased allocated pro rata among all Holders of Registrable Securities participating in such registration. Those Registrable Securities which are excluded from the underwriting by onereason of the managing underwriter's marketing limitation shall not be included in such registration and shall be withheld from the market by the Holders thereof for a period, not in excess of 120 days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering. (vie) In no event shall any registration Without the prior written consent of Common Stock by the Company pursuant to Section Holders holding at least sixty-six and sixty seven hundredths percent (vi)(a66.67%) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2then-outstanding Registrable Securities, the Company shall not be obligated will not, after the date hereof, grant registration rights permitting any holder of Company securities to file include such other holder's securities, by a "piggyback" registration statement at the right in any demand of any Holder pursuant to registration effected under 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 Stock6.2.

Required Registration. (a) At any time after 180 days from the date earlier of the issuance and sale of the Preferred Stock, (i) Doubletree, six (6) years from the first day on which any shares of Preferred Stock are outstanding or (ii) Investors holding one year after the Initial Public Offering, the holders of Restricted Stock constituting at least 5020% in interest of the total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act at least 20% of the shares of Restricted Stock held by such requesting holder or holders (or any lesser percentage if the Preferred Eligible Securities may deliver to anticipated gross receipts by such holders of Restricted Stock from the Company a written request that proposed registration exceed $2,000,000) for sale in the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request (a "Registration Request"); provided, however, that the Company shall not may be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two registration statements at 2.4 within 180 days after the demand of Doubletree, or (b) more than two registration statements at the demand effective date of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made first registration statement on Form S-1 filed by the Investors may Company. If the offering is to be identified by underwritten, the Requesting Holder as a "Priority Demand"initiating holders shall select the underwriters and the managing underwriters (subject to the consent of the Company, which consent will not be unreasonably withheld). (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 2.4, the Company will 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 15 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 its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such Registration Requestparagraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 15 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be entitled obligated to include in register Restricted Stock pursuant to this Section 2.4 on two occasions only (except for registrations on Form S-3 or any equivalent successor form); provided, however, that such obligation shall be deemed satisfied with respect to each such occasion only when a registration statement filed pursuant to a Registration Request, covering seventy-five percent (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 or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of Restricted Stock and Preferred Shares (other than as a result of a Material Adverse Change) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (including shares sold pursuant to the underwriters' over-allotment option). (c) The Company shall be entitled to include in such Registration Request, such number of any registration statement referred to in this Section 2.4 shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if managing underwriter, such inclusion would adversely affect the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Restricted Stock to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e Trusts and -▇ or any successor thereto, the Fix Partnership shall be reduced (Company will not file with the Commission any other registration statement with respect to zeroits Common Stock, if necessary) pro rata according 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 2.4 until the number completion of shares the period of Eligible Securities held by each; anddistribution of the registration contemplated thereby. (iiid) The number If in the opinion of shares the managing underwriter the inclusion of Eligible Securities to be registered on behalf all 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 Priority Demand the number of shares of Eligible Securities Restricted Stock requested to be registered on behalf under this Section would adversely affect the marketing of the Investors shall only be reduced after the number of such shares, shares requested to be registered sold by Doubletree has been reduced to zero. (iv) Notwithstanding the foregoingholders of Restricted Stock, if in connection with anyRegistration Request made by Doubletreeany, the number of Eligible Securities requested shall be excluded only after any shares 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock sold by the Company pursuant have been excluded, in such manner that the shares to Section (vi)(a) be sold shall be allocated among the selling holders pro rata based on their ownership of the Certificate of Designation constitute a Registration Request allocable 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 Restricted Stock.

Required Registration. (a) At any time after 180 days from one year after the date on which any registration statement covering a public offering of securities of the issuance and sale Company under the Securities Act shall have become effective, the Holders constituting at least [50%] of the Preferred Stock, (i) Doubletree, total Shares then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder and holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request"); providednotice. Provided, however, that the only securities which the Company shall not be required to register pursuant hereto shall be shares of Common Stock, and PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by, the holders of shares of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. The Company shall be obligated to effect any such registration register Registrable Securities pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at 2.2 only if the demand amount of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred Registrable Securities to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"registered exceeds $500,000. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 2.2, the Company will shall immediately notify all Holders from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Securities to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be obligated to register Registrable Securities pursuant to this Section 2.2 on two occasions only. (c) The Company shall be entitled to include in any registration statement filed pursuant referred to a Registration Requestin this Section 2.2, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.by

Required Registration. (a) At any time after 180 days from the date Following a registration relating to an initial public offering (an "Initial Public Offering") of March's equity securities under Section 5 of the issuance Securities Act and sale upon request of the Preferred Stock, (i) Doubletree, or (ii) Investors holding holders of at least 50% a majority of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company Registrable Shares March shall prepare and file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect covering the Registrable Shares which are the subject of such requests and shall use its best efforts to cause such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request")registration statements to become effective; provided, however: (1) All Registrable Shares covered by such registration statement shall be converted into Common Stock prior to effectiveness of such registration statement; (2) March shall not be obligated to cause a registration statement to become effective prior to ninety (90) days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145); (3) March shall not be obligated to prepare and file such registration statement until March becomes eligible to use Securities Act Form S-3 or until twenty-four (24) months following the effective date of the registration statement for the Initial Public Offering, that the Company whichever first occurs; and (4) March shall not be obligated to effect any more than one such registration pursuant to subsection (ii) on behalf which the holders of Registrable Shares have been provided with 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) and 2(b)(v) hereof, the Company shall not be required opportunity to file and use its best efforts to cause to become effective, pursuant to a Registration Request register their Registrable Shares under this Section 2, (a) more than two such registration statements at has been declared or ordered effective and the demand of Doubletree, or (b) more than two securities offered pursuant to such registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"have been sold. (b) As soon as practicable following Upon the receipt of a Registration Requestrequest from holders of Registrable Shares described in Section 2(a), the Company will use its best efforts March shall promptly give written notice to all other record holders of Registrable Shares that such registration is to be effected. March shall include in such 2. registration statement such Registrable Shares for which is has received written requests to register under the Securities Act, for public sale in accordance with the method of disposition specified in by such Registration Request, the number of shares of Eligible Securities specified in such Registration Request other record holders within fifteen (and the number of Eligible Securities specified in all notices received from Holders within 20 15) days after their receipt of March's written notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with such other record holders. (c) In the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or event that the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, Registrable Shares for which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 determine for any underwritten public offering reason not to proceed with a registration at any time before the registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such holders thereafter request March to withdraw such registration statement, the holders of Common Stock or such Registrable Shares agree to bear their own expenses incurred in connection therewith and to reimburse March for the expenses incurred by it attributable to such registration statement, and in such event, the holders of securities of the Company convertible into or exercisable or exchangeable for Common Stocksuch Registrable Shares shall not be deemed to have exercised their right to require March to register Registrable Shares pursuant to this Section 2.

Required Registration. (a) At any time after 180 days from If the date Company shall be requested in writing by the Investor to register all or part of the issuance and sale of the Preferred StockInvestor’s Registrable Securities pursuant to this Agreement, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to then the Company a written request that the Company file and shall use its best efforts to cause to become effective prepare and file with the SEC a registration statement Registration Statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act with respect to such number for the resale by the Investors of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request")Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration except in accordance with the following provisions: (i) 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 to subsection this Section 2(a); provided, however, that the registration of Registrable Securities on a Form S-3 or any successor form shall not be counted towards such one (1) Registration Statement limit. (ii) on behalf of Notwithstanding 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) and 2(b)(v) hereofforegoing, the Company may include in each such registration requested pursuant to this Section 2(a) any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Company 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 (ii) exceeds the number of Registrable Securities requested by the Investor requesting such registration, then such registration shall be deemed to be a registration in accordance, with and pursuant to Section 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 in such registration shall not prevent the Investor requesting such registration from registering the entire number of Registrable Securities requested by him/her/it. (iii) The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at Statement or maintain the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt effectiveness of a previously filed Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 Statement pursuant to this Section 2 within 180 days following 2: (i) if the Investor is otherwise able to sell all of his/her/it’s Registrable Securities pursuant to Rule 144 or any underwritten public offering successor regulation, without restriction; or (ii) for a period of Common Stock or of securities of up to three (3) months if the Company convertible into is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, or exercisable such shorter period ending on the date, whichever first occurs, that such transaction is publicly disclosed, abandoned or exchangeable consummated (any such extensions for Common Stockpotential or actual material transactions, hereafter referred to as a “Material Transaction Exclusion”).

Required Registration. (a) At If the Company has not filed a registration --------------------- statement with respect to the Registrable Securities on or before the date that is 90 days after the date of this Warrant, at any time thereafter and after 180 days receipt of a written request from the Registered Holder (the "INITIATING HOLDER"), asking the Company to effect a registration (provided that the Company has previously not been required to effect a registration as provided below) of Registrable Securities owned by the Initiating Holders under the Securities Act and specifying the intended method or methods of disposition thereof and the number of Registrable Securities sought to be registered, the Company shall promptly notify all Registered Holders of Registrable Securities in writing of the receipt of such request and each Registered Holder may elect (by written notice sent to the Company within 10 Business Days from the date of the issuance and sale such Registered Holder's receipt of the Preferred Stock, (iaforementioned Company's notice) Doubletree, or (ii) Investors holding at least 50% of the to have its shares of the Preferred Eligible Registrable Securities may deliver included in such registration thereof pursuant to this Section 5A, but the Company shall only be required to proceed with a written request registration pursuant to this Section 5A if the number of Registrable Securities that the Registered Holders and the Company shall have elected to include in such registration pursuant to this Section 5A have an aggregate Market Price in excess of $5,000,000, before deducting any underwriter commissions or discounts. Thereupon the Company shall, as expeditiously as possible, file a registration statement with respect to, and use its best efforts to cause to become effective a effect the registration statement under the Securities Act with respect to such number of, all shares of the Eligible Registrable Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated has been so asked by such Registered Holders, subject to effect any such registration pursuant the next paragraph, to subsection (ii) on behalf of register for sale, all to 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) and 2(b)(v) hereof, the Company shall not be extent required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, permit the disposition (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the intended method of disposition specified in such Registration Requestor methods thereof, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(aaforesaid) of the Certificate of Designation constitute a Registration Request allocable 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.Registrable Securities so

Required Registration. (a) At any time after 180 days from six months after any registration statement covering a Qualified Public Offering shall have become effective (but in no event within a six month period following the date on which any registration statement (other than a registration statement on Form S-8 or any successor form) covering a public offering of securities of the issuance and sale Company under the Securities Act shall have become effective), each of the Preferred Stock, (i) Doubletree, or Z/C and its Permitted Transferees and (ii) Investors holding at least 50% AA and the Aircraft Creditors may request the Company to effect one registration under the Securities Act of all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible manner specified in such notice, provided that the shares of Registrable Securities for which registration has been requested shall constitute at least 33-1/3% of the total shares of Registrable Securities originally issued or issuable to such requesting holder or holders if such holder or holders shall request the registration of less than all shares of Registrable Securities then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $10,000,000). Notwithstanding anything to the contrary contained herein, no request may deliver be made under this Section 5.1 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering or a registration requested by other holders pursuant to this Section 5.1 in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 5.2 and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested. Additionally, if the Company shall furnish to the Holders of Registrable Securities requesting registration of such shares hereunder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company a written request and its shareholders for such registration to be effected at such time and that it is therefore essential to defer the Company file and use its best efforts to cause to become effective filing or effectiveness of a registration statement under in connection therewith, then in such case the Securities Act with respect Company shall have the right to defer the filing or effectiveness of such number registration statement for up to two periods of not more than 90 days each after receipt of the Eligible request of the holders of Registrable Securities owned by Doubletree or the Investors as shall be specified in requesting such request (a "Registration Request")registration; providedPROVIDED, howeverHOWEVER, that the Company shall may not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) right more than two registration statements at the demand twice (for a total of Doubletree, or (bup to 180 days) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred as to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"such requesting holders in any 12-month period. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 5.1, the Company will shall immediately notify all holders of Registrable Securities from whom notice has not been received and shall file a registration statement at the Securities and Exchange Commission and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Securities to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be entitled obligated to include in any register Registrable Securities pursuant to this Section 5.1 on two occasions only, PROVIDED, HOWEVER, that each such obligation shall be deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. For purposes of the preceding sentence, a Registration Request, such Statement filed as described therein shall be deemed to include all the shares of Registrable Securities requested to be registered if (a) the number of shares requested to be registered has been reduced by the managing underwriter in light of market conditions to no less than 75% of the number of shares for which registration was requested, and (b) such offering contains no Company shares pursuant to Section 5.1 (c). For purposes of clause (a) of the preceding sentence, prior to any such reduction, the Company shall first exclude from such registration, in the following order, all shares of Common Stock as sought to be included therein by (i) any holder thereof not having any contractual, incidental registration rights, (ii) any holder thereof having contractual, incidental registration rights subordinate or junior to the rights of the Holders, and (iii) any holder thereof having separate registration rights under this Section 5.1. In the event that holders of Registrable Securities requesting registration of such shares by the Company under this Section 5.1 withdraw any such request for registration before any registration statement for such shares becomes effective, such request shall desire count toward the Company's obligation under this Section 5.1 to sell register such shares on one occasion only as to such holders, unless and until the holders of such Registrable Securities reimburse the Company for all expenses which the Company incurred in complying with such withdrawn request. (c) The Company shall be entitled to include in any registration statement referred to in this Section 5.1, 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. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Registrable Securities to be registered sold. Except for registration statements 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 DeBoForms ▇-▇, ▇▇e 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; and (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 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 anyRegistration 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 -▇ or any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2successor thereto, the Company shall will not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other stockholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 5.1 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after 180 days from the earlier of December 31, 2000 or the date that is six months after the effective date of the issuance and sale of Company's first underwritten public offering, Investors who in the Preferred Stock, (i) Doubletree, or (ii) Investors holding aggregate hold at least 50% of the total shares of the Preferred Eligible Securities Restricted Stock then outstanding may deliver by written notice to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned shares of Restricted Stock held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such request (a "Registration Request"); providednotice, however, provided that the Company shall not aggregate price to the public of such offering is reasonably anticipated to be obligated to effect any such registration pursuant to subsection (ii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed at least $20,000,000. Except as otherwise provided in Section 2(b)(iv) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"11,684,177. (b) As soon as practicable following Following receipt of a notice under Section 2.3(a), the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received of the receipt of a Registration Request, the such notice. The Company will shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestany notice from requesting holders, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders of Restricted Stock within 20 30 days after their receipt the giving of such notice delivered 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 held by the New Investors to be sold in such offering, which shall not be unreasonably withheld. In the event that any registration pursuant to this Section 4 hereof)2.3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of 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 of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such reduction is necessary. The Company will also shall be entitled obligated to include register, pursuant to this Section 2.3, Restricted Stock on two occasions only; provided, however, that, in any each case, such obligation shall be deemed satisfied only when a registration statement filed pursuant to a Registration Requestcovering 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 and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) In any registration statement requested pursuant to this Section 2.3, the Company shall be entitled to include, for sale in such Registration Requestaccordance with the method of disposition specified by the requesting holders, such number of shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), marketing considerations require offering and in the reduction opinion of the number managing underwriter such inclusion would adversely affect the marketing of shares of Common the Restricted Stock covered by any such registration, to be sold then the Company at its option may (i) reduce or eliminate the number of shares of Common Stock to be registered and sold pursuant by the Company for its own account to such registration shall be reduced as follows: (i) The that number which, in the opinion of shares the managing underwriter, would not adversely affect the marketing of Eligible Securities the Restricted Stock requested to be registered on behalf of the Company shall be reduced (to zerosold, if necessary); or (ii) The number of shares of Eligible Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts and the Fix Partnership shall be reduced reduce or eliminate (to zero, if necessary) pro rata according to among the requesting holders based on the number of shares of Eligible Securities held Restricted Stock owned by each; and (iiisuch holders) 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 Priority Demand the number of shares of Eligible Securities requested Restricted Stock to be registered on behalf sold to that number which, in the opinion of the Investors shall only be reduced after managing underwriter, would not adversely affect the number marketing of the shares requested to be registered by Doubletree has been reduced to zero. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock desired to be sold by the Company for its own account. In the event that the Company selects option (ii), then the registration statement shall not count as a registration of Restricted Stock pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a2.3(b) above. (c) Notwithstanding the foregoing provisions of this . Except for registration statements on Form S-4 or Form S-8, or any successor thereto, or as provided in Section 22.3(b), the Company shall not be obligated to file a with the Commission any other registration statement at with respect to its Common Stock, whether for its own account or that of other shareholders, from the demand date of any Holder receipt of a notice from requesting holders pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities 2.3 until the completion of the Company convertible into or exercisable or exchangeable for Common Stockperiod of distribution contemplated thereby.

Required Registration. (a) At any time after 180 the earlier of (i) the third anniversary of this Agreement, and (ii) 90 days from after the date Company's initial public offering of its securities under the Securities Act, the holders of Restricted Stock constituting at least 35% of the issuance voting power of the total shares of Restricted Stock then outstanding may request 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, -------- however, that the only securities which the Company shall be required to ------- register pursuant hereto shall be shares of Common Stock; provided, further, -------- ------- however, that, in any underwritten public offering contemplated by this Section ------- 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver Common Stock issued upon conversion thereof. Notwithstanding anything to the Company a written contrary contained herein, no request that may be made under this Section 4 within 180 days after the Company file and use its best efforts to cause to become effective date of a registration statement under the Securities Act with respect to such number of the Eligible Securities owned filed by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall not be obligated have been entitled to effect any such registration join pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, Sections 5 or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"6. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 4, the Company will shall immediately notify all holders of Restricted 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 its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such Registration Requestparagraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be obligated to register Restricted Stock pursuant to this Section 4 on three occasions only; provided, however, that such -------- ------- obligation shall be deemed satisfied only when a registration statement covering 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 or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of a majority of the voting power of the Restricted Stock to be registered (other than as a 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 shall have been sold pursuant thereto. (c) The Company and the Founders (or at the option of the Company, any other holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4 or any registration statement filed at the request of the holders of Restricted Stock pursuant to a Registration RequestSection 6, for sale in accordance with the method of disposition specified in such Registration Requestby the requesting holders of Restricted Stock, such number of shares of Common Stock as to be sold by the Company shall desire to sell or such other holders of Common Stock for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number 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. (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 shall be excluded only after any shares to be sold by the Company, the Founders and other holders of Common Stock 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) In the event of an underwritten offering of shares of Common Stock covered by any such registrationRestricted Stock, holders of a majority of the number voting power of the shares of Common Restricted Stock to be registered and sold pursuant to in such registration underwritten offering may select the lead underwriter which 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 DeBo▇▇, ▇▇e Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according reasonably acceptable to the number of shares of Eligible Securities held by each; and (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 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 zeroCompany. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.

Required Registration. (a) At any time after 180 days from 2.1 The Company shall include all the date of Registrable Shares in the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a first Form F-1 registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated to effect file after the date hereof and in any such registration pursuant to subsection event no later than 5 business days from the date hereof (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a Registration Statement"Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall that all Registrable Shares can be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the Investors requesting inclusion of Eligible Securities included in such registration statement in accordance with applicable securities laws, and shall experience a reduction use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter but in any event later than 90 days after the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by onedate hereof. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) 2.2 Notwithstanding the foregoing provisions of this Section 22.1 above, the Company shall not be obligated to file a any registration under the Securities Act except in accordance with the following provisions: (a) the Company may delay the filing or effectiveness of any registration statement at for a period of up to 90 days if the demand Company is engaged in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3. (b) With respect to any Holder registration pursuant to this Section 2 within 180 days following 2.2(a), the Company shall give notice of such registration to the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any underwritten public offering Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of Common Stock or of securities 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: (i) first, the Registrable Shares; (ii) second, the Primary Shares; and (iii) third, the Other Shares which are entitled to registration rights. (c) At any time before the registration statement covering Registrable Shares becomes effective, the holder/s of a majority of such shares may request the Company convertible into to withdraw or exercisable not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or exchangeable for Common Stockmade in response to an event having material adverse effect on the business, properties, conditions, financial or otherwise, or operations of the Company, the holders shall have used their demand registration right under this Section 2 and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such registration right pursuant to this Section 2, unless the remaining holders shall pay to the Company the expenses incurred by the Company through the date of such request.

Required Registration. a. The holders of Restricted Stock (aexcluding the Founders) At any time after 180 days from the date constituting at least 36.5 % of the issuance and sale total shares of Restricted Stock (excluding the Preferred Stock, (iFounders) Doubletree, then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 18.2% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock that would be issuable to a "Registration Request"); holder of Preferred Stock upon conversion of all Preferred Stock held by such holder at such time, provided, however, that the only securities that the Company shall not be obligated required to effect register pursuant hereto shall be shares of Common Stock. b. Following receipt of any such registration pursuant to subsection (ii) 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 notice under this Section 2(b)(iv) and 2(b)(v) hereof4, the Company shall immediately notify all holders of Restricted Stock (excluding the Founders) from whom notice has not been received and such holders shall then be required entitled within 30 days thereafter to file and use its best efforts request the Company to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two include in the requested registration statements at the demand all or any portion of Doubletree, or (b) more than two registration statements at the demand their shares of the InvestorsRestricted Stock. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestthe notice from requesting holders described in paragraph (a) above, the number of shares of Eligible Securities Restricted Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 30 days after their receipt the giving of such notice delivered pursuant by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to Section 4 hereof)be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company will also shall be entitled obligated to include in any 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 filed pursuant to a Registration Requestcovering 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 and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. c. The Company shall be entitled to include in such Registration Requestany registration statement referred to in this Section 4, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Restricted Stock to be registered and sold pursuant to such sold. Except for registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered statements 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 DeBoForm ▇-▇, ▇▇e Trusts and -▇ or any successor thereto, the Fix Partnership shall be reduced (Company will not file with the Commission any other registration statement with respect to zeroits Common Stock, if necessary) pro rata according 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 number completion of shares the period of Eligible Securities held by each; anddistribution of the registration contemplated thereby. (iii) The number d. If in the opinion of shares the managing underwriter the inclusion of Eligible Securities to be registered on behalf all 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 Priority Demand the number of shares of Eligible Securities Restricted Stock requested to be registered on behalf under this Section would adversely affect the marketing of the Investors shall only be reduced such shares, after the number of any shares requested to be registered sold by Doubletree has the Company have been reduced excluded, shares to zerobe sold by the holders of Restricted Stock 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. (iv) e. Notwithstanding the foregoing, if in connection with anyRegistration 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(1) above shall be increased by one. (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 effect a registration statement at the demand of any Holder pursuant to this Section 2 within 4 during the period starting with the date 60 days prior to the Company=s good faith estimated date of filing of, and ending on the date 180 days following any the effective date of, a registration statement pertaining to an underwritten public offering of Common securities for account of the Company, provided the Company is at all times during such period diligently pursuing such registration; (2) the Company shall not be obligated to effect a registration pursuant to this Section 4 with respect to any Restricted Stock that at the time of the request for such registration, may be publicly sold by such holder of Restricted Stock under the provisions of Rule 144(k) of the Securities Act and (3) the Company shall have the right to defer initiation of any offering process for a single period of not more than ninety (90) days after receipt of the request of the holders of Restricted Stock requesting registration under this Section 4, if the Company shall furnish to such holders a certificate signed by the President or of securities Chief Executive Officer of the Company convertible into or exercisable or exchangeable stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for Common Stocksuch registration statement to be filed, provided that such right to delay a request shall be exercised by the Company no more than once in any one-year period.

Required Registration. (a) At Filing of Registration Statement The Company will, at any time after 180 days from the date earlier of the issuance Initial Public Offering Date and sale January 30, 2001 and upon the written request of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least 50% of the shares of the Preferred Eligible Securities may deliver to the Company a written request Initiating Holders requesting that the Company file and use its best efforts to cause to become effective a effect the registration statement under the Securities Act with respect of all or part of such Initiating Holders' Registrable Securities and specifying the Registrable Securities to be sold and the intended method of disposition thereof, promptly give written notice of such number requested registration to all holders of the Eligible Securities owned by Doubletree or the Investors as shall be specified in such request (a "Registration Request"); providedRegistrable Securities, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company thereupon will use its best efforts to register effect the registration (the "Required Registration") under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as followsAct of: (i) The number of shares of Eligible the Registrable Securities to be registered on behalf of that the Company shall be reduced (has been so requested to zero, if necessary);register by the Initiating Holders; and (ii) The number all other Registrable Securities that the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the giving of shares of Eligible such written notice by the Company (which request shall specify the Registrable Securities to be registered on behalf of DeBo▇▇, ▇▇e Trusts sold and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according intended method of disposition of such Registrable Securities); all to the number extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) of shares of Eligible the Registrable Securities held by each; and (iii) The number of shares of Eligible Securities so 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 eachregistered; provided, however, that in connection with 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.that (ivA) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated required to file a effect only one (1) registration statement at the demand of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering 6.1 that is deemed effected under Section 6.1(e) and in respect of Common Stock or of securities which the Company shall pay all of the registration expenses and (B) the Company convertible into shall be required to effect additional demand registrations under this Section 6.1 after 365 days after the registration referred to in subclause (A) shall have been effected if, but only if, (aa) not more than one such additional registration shall have been demanded under this Section 6.1 in the 365 day period ending on the date on which the written request in respect of such additional demand registration shall have been received by the Company and (bb) the holders of Registrable Securities whose Registrable Securities are to be registered pursuant to such additional demand registration have undertaken, in writing, to pay all out-of-pocket registration expenses incurred by the Company in connection therewith, provided that none of such out-of-pocket registration expenses to be so paid by the holders of Registrable Securities shall include expenses that the Company would have had to incur notwithstanding any such additional demand registration and such out-of-pocket registration expenses to be so paid by the holders of Registrable Securities shall be reduced by the portion thereof attributable to Securities to be registered for the account of the Company, the Non-Management Investors or exercisable or exchangeable any other Person, as more particularly provided for Common Stockin Section 6.1(d).

Required Registration. (a) At any time after 180 days from the date Initial Public Offering, one or more of the issuance and sale holders of Series A Shares (the “Series A Investors”) constituting at least 20% of the Preferred Stock, total number of Registrable Securities then outstanding and held by the Series A Investors (ior their “permitted transferees” (as defined in the Amended Articles)) Doubletree, may request the Company to register for sale under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company shall not be obligated to effect any such registration pursuant to subsection (ii) on behalf proposed offering price 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) and 2(b)(v) hereof, the Company shall not Registrable Securities held by such holder or holders must be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) more than two registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"least US$5,000,000. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 3.3, the Company will shall promptly notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) 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 Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, within 180 days of its receipt of such Registration Requestnotice, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 thirty (30) days after their the receipt of such notice delivered pursuant to Section 4 hereofby such holders). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 register the demand of any Holder Registrable Securities 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.this

Required Registration. (a) At Subject to Section 3(c), at any time after 180 days from during the Effective Period (but in no event earlier than the 180th day following the closing date of the issuance and sale Company IPO), if the Company shall receive from the holders of the Preferred Stock, no less than (i) Doubletree, 40% of the outstanding Registrable Securities or (ii) Investors holding at least 50% a majority of the shares Registrable Securities issued or issuable upon conversion of (x) the Series A Preferred Eligible Securities may deliver to Stock or (y) the Company Series B Preferred Stock issued on the date hereof, a written request that the Company file and use its best efforts to cause to become effective a registration statement register under the Securities Act with respect to such number all or any portion of the Eligible Registrable Securities owned held by Doubletree (or then issuable to) Holders for sale in the Investors as shall be manner specified in such notice (including, but not limited to, an underwritten public offering), the Company shall promptly give notice thereof to all Holders of Registrable Securities. Each Holder shall have the right, by giving notice to the Company within 15 days following receipt by it of such notice from the Company, to elect to have included in such registration such of its Registrable Securities as such Holder shall request (a "Registration Request"in such notice of election, subject to Section 3(c); . Such notice to the Company from the Holders shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such Securities, and the minimum price per share at which Holders would be willing to sell such securities in an underwritten offering. The Company shall use its reasonable best efforts to effect registration of the Registrable Securities specified in such notices, provided, however, that the Company shall not be obligated required to effect any such a registration pursuant to subsection this Section 3(a) unless the Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriters discounts and expenses of sale) of at least $5,000,000. If a majority in aggregate amount of the Registrable Securities to be included in such offering shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by the Company with the written consent of the holders of a majority of the aggregate Registrable Securities being registered, which consent shall not be unreasonably withheld. On or before the 45th day prior to the anticipated filing date specified in writing by the Company to the Holders, the Holders may give written notice to the Company and the managing underwriter specifying either that (A) Registrable Securities of Holders are to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters under such registration or (B) such Registrable Securities are to be registered pursuant to such registration statement and sold in the open market without any underwriting on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in Holders' request for registration. The Company shall not be obligated to file more than three Registration Statements pursuant to this Section 3(a); provided that a request shall not be counted for this purpose if (i) the Company elects to sell stock pursuant to a registration at the same time as the registration requested hereunder and less than all the Registrable Securities for which registration was requested are included, (ii) on behalf the registration statement does not become effective, or (iii) the requesting holders are not able to sell at least 90% of the Investors unless Registrable Securities requested to be included in such registration statement. The Company shall use its reasonable best efforts to cause such registration statement to become effective within 90 days after its filing. (b) In the anticipated aggregate offering price, net event that the Company shall receive from the holders of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(ivno less than (i) and 2(b)(v40% of the outstanding Registrable Securities or (ii) a majority of the Registrable Securities issued or issuable upon conversion of (x) the Series A Preferred Stock or (y) the Series B Preferred Stock issued on the date hereof, a written request that the Company effect any registration with respect to Registrable Securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company is eligible to register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, the Company shall promptly give notice thereof to all holders of Registrable Securities. Each Holder shall have the right, by giving notice to the Company within 15 days following receipt by it of such notice from the Company, to elect to have included in such registration such of its Registrable Securities as such Holder shall request in such notice of election, subject to Section 3(c). The Company shall use its reasonable best efforts to effect registration of the Registrable Securities specified in such request and notice of election; provided that the Company shall not be required to file and use its best efforts to cause to become effective, effect a registration pursuant to this Section 3(b) unless Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least $2,500,000; and provided, further, that the Company shall not be required to effect more than two (2) such registrations pursuant to this Section 3(b) within twelve months of the effective date of any prior registration pursuant to this Section 3. (c) Notwithstanding any other provision of this Agreement, the Company shall have the right to defer the filing or effectiveness of a Registration Request registration statement relating to any registration requested under this Section 3 for a reasonable period of time not to exceed 90 days if (A) the Company is, at such time, working on an underwritten public offering of Common Shares and is advised by its managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing; or (B) a prior registration statement of the Company was declared effective by the SEC less than 120 days prior to the anticipated effective date of the requested registration; or (C) the Company in good faith determines that such filing or the offering of any Registrable Securities would (1) materially impede, delay or interfere with any material proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Company or (2) require the disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company or any such transactions contemplated by the Company. (ad) more than two In the event that the underwriter's representative limits the number of shares to be included in a registration statements pursuant to Section 3(a) or (b), each Holder requesting registration shall be entitled to include a portion of the Registrable Securities requested to be included in such registration pro rata (based on the number of shares held). In such event, such registration shall not be counted for the registration for purposes of Section 3(a) or 3(b), as the case may be, if such registration does not include at least 90% of the demand of DoubletreeRegistrable Securities requested to be included in such registration statement pursuant to Section 3(a) or 3(b), as the case may be. (e) A registration pursuant to Section 3(a) or (b) more may include securities other than two Registrable Securities included in such registration statements at only with the demand prior consent of the Investors. The party holders of 50% of the Registrable Securities requesting such registration; provided, that the Company may include its Common Stock in such registration without such consent so long as such inclusion does not prevent in any manner whatsoever the holders of Registrable Securities from including in such registration all of the Registrable Securities that such Holders elected to so include pursuant to Section 3(a) or parties delivering a Registration Request is hereinafter referred to 3(b), as the "Requesting Holder." The second Registratio Request made by the Investors case may be identified by the Requesting Holder as a "Priority Demand"be. (bf) As soon Notwithstanding any other provision of this Agreement, Holders may elect by written notice to the Company and the managing underwriters, if any, to withdraw any Registrable Securities from any registration effected under this Section 3 up to the effective date of the registration statement. (g) The Holders agree that, in exercising their rights under Section 3, they will permit the registration of the Registrable Securities on such forms issued by the Commission as practicable following will minimize the receipt of a Registration RequestCompany's time and expense in effecting such registration without affecting the liquidity afforded by such registration or otherwise adversely affecting the Holders, in each case as reasonably determined by the Holders. If, for example, the Company will use its best efforts Holders wish to register under the Registrable Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to 3(a) at a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as time when the Company shall desire is eligible to sell use Form S-3 for its own account. If the method purposes of sale designated is an underwritten public offeringregistering such Registrable Securities, the managing underwriter or underwriters must be reasonably acceptable Holders will permit the Company to both the Requesting Holder, or the holders of a majority of the Eligible Securities held fulfill its obligations under Section 3(a) 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to effecting 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 DeBo▇▇, ▇▇e 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; and (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 eachForm S-3; provided, however, that nothing in connection with a Priority Demand this Section 3(g) will permit the number of shares of Eligible Securities requested Company to be registered on behalf fulfill such obligation by using Form ▇▇-▇, ▇▇-▇ or similar forms limited to "Small Business Issuers," without the consent of the Investors shall only be reduced after the number holders of shares requested to be registered by Doubletree has been reduced to zero. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10at least 50% or more, the number of Registration Requests granted to the Investors pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable to any Holder pursuant to clause 2(a) aboveRegistrable Securities. (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.

Required Registration. (a) At any time after 180 days from Following the date which is ninety (90) days following the Issue Date, the holders of Stock constituting at least fifty percent (50%) of the issuance Registrable Securities then owned beneficially or of record by Purchasers and sale of their permitted transferees may request the Preferred Stock, (i) Doubletree, Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by Doubletree or the Investors as shall be manner specified in such request (a "Registration Request")notice; provided, however, that the Company may, by notice to the requesting holders, delay such requested registration if the Company's Board of Directors determines in good faith that such registration at the time requested would have a material adverse effect upon the Company; provided, further, however, that the Company's ability to delay such registration shall be limited to durations of no longer than ninety (90) days and the Company shall not delay more than once during any twelve (12) month period. The Company shall not be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required this SECTION 12.1 to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2, (a) effectuate more than two registration statements at the demand of Doubletree, or one (b1) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand"registration. (b) As soon as practicable following the Following receipt of a Registration Requestany notice pursuant to SECTION 12.1(a), the Company will shall promptly notify all Purchasers and permitted transferees from whom such notice has not been received and, as soon thereafter as practicable, shall use its best reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Registrable Securities specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 twenty (20) days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). If such method of disposition shall be an underwritten public offering, the Company shall designate the managing underwriter of such offering, following consultation and subject to the approval of the Purchasers and permitted transferees from whom notice has been received, which approval shall not be unreasonably withheld or delayed. All sellers must participate in the underwriting. The Company will also Company's registration obligation hereunder shall be entitled to include in any deemed satisfied only when a registration statement filed pursuant to a Registration Requestor statements covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in such Registration Requestany registration statement referred to in this SECTION 12.1, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If account and for the method account of sale designated is an underwritten public offeringother selling stockholders, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the reasonable opinion of the managing underwriter or underwriters (if the such method of disposition shall be an underwritten public offering), such inclusion would materially adversely affect the marketing considerations require the reduction of the number of shares of Common Stock covered by Registrable Securities to be sold. Except for registration statements on Form S-4, S-8 or any such registrationsuccessor thereto, the number Company will not file with th▇ ▇▇▇▇▇▇sion any other registration statement with respect to its Common Stock, whether for its own account or that of shares other shareholders, from the date of Common Stock to be registered and sold receipt of a notice from requesting holders pursuant to such registration shall be reduced as follows: this SECTION 12.1 until the completion of the lesser of (i) The number the period of distribution of the shares of Eligible Registrable Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); thereby or (ii) The number 180 days from the effective date of shares of Eligible the registration statement, unless the Registrable Securities shall be entitled to be registered on behalf of DeBo▇▇, ▇▇e 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; and (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 included therein in connection accordance with 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 zeroSECTION 12.2 below. (ivd) Notwithstanding The Company will use commercially reasonable efforts to maintain the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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 effectiveness of any Holder form used to register the shares pursuant to this Section 2 within 180 SECTION 12.1 for up to one hundred eighty (180) days following any underwritten public offering of Common Stock or of securities such earlier time as all of the Company convertible into or exercisable or exchangeable for Common StockRegistrable Securities have been sold.

Required Registration. (a) At any time beginning six months after 180 days from the date a registration statement covering an initial public offering of securities of the issuance and sale Company under the Securities Act shall have become effective, the holder or holders of Registerable Stock constituting at least 51% of the Preferred Stock, (i) Doubletree, total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act all or (ii) Investors holding at least 50% any portion of the shares of Registerable Stock held by such requesting holder or holders for sale in the Preferred Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective manner specified in such notice. In addition, at any time after July 22, 1996, if a registration statement on Form S-1 or any successor thereto has not yet become effective, the holder or holders of Registerable Stock constituting at least 51% of the total shares of Registerable Stock then outstanding may request the Company to register under the Securities Act with respect to such number all or any portion of the Eligible Securities owned shares of Registerable Stock held by Doubletree such requesting holder or holders for sale in the Investors as shall be manner specified in such notice. Notwithstanding anything to the contrary contained herein, no request (a "Registration Request"); provided, however, that the Company shall not may be obligated to effect any such registration pursuant to subsection (ii) 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) and 2(b)(v) hereof, the Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request made under this Section 2, (a) more than two 3 within 120 days after the effective date of a registration statements at the demand of Doubletree, or (b) more than two registration statements at the demand of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made statement filed by the Investors may be identified by Company covering a firm commitment underwritten public offering in which the Requesting Holder holders of Registerable Stock shall have been entitled to join pursuant to Sections 4 or 5 provided that there shall have been effectively registered all shares of Registerable Stock as a "Priority Demand"to which registration shall have been requested. (b) As soon as practicable following the Following receipt of a Registration Requestany notice under this Section 3, the Company will shall notify all holders of Registerable Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Requestnotice from requesting holders, the number of shares of Eligible Securities Registerable Stock specified in such Registration Request notice (and the number of Eligible Securities specified in all notices received by the Company from Holders other holders within 20 15 days after their receipt the giving of such notice delivered pursuant to Section 4 hereofby the Company). The Company will also shall be entitled obligated to include in register Registerable Stock pursuant to this Section 3 on two occasions only and shall use its best efforts to cause each such Registration Statement to become effective whether or not all shares requested to be registered can be included. However, the Company's obligation as to any required registration hereunder shall be deemed satisfied only if that registration statement filed pursuant to has become effective, has remained effective for a Registration Requestperiod of 120 days (or such shorter period in which all securities registered have been sold) and includes all shares of Registerable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in such Registration Requestany registration statement referred to in this Section 3, such number for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock as to be sold by the Company shall desire to sell for its own account. If the method of account or for sale designated is an underwritten public offeringby others, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, except as and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.managing

Required Registration. (a) At any time after 180 days Upon the receipt by the Company, from the date of the issuance and sale of the Preferred Stock, (i) Doubletree, or (ii) Investors holding at least fifty percent (50% %) of the shares Common Shares (as defined in Section 16(h) below) held by all of the Preferred Eligible Securities may deliver to the Company Investors, of a written request that (the “Request”) for the registration of Common Shares owned by such Investors at any time and from time to time after the earlier of (i) six (6) months after the date on which the Company completes an initial public offering (the “Initial Offering”) of its capital stock pursuant to a registration statement filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) December 3 1, 2004, the Company shall prepare and file and use its best efforts to cause to become effective a registration statement under the Securities 1933 Act covering the Common Shares which are the subject of the Request. The Company shall promptly give written notice to all Investors of its receipt of a Request, and the Company shall include in such registration statement all other Common Shares which such Investors have requested to have included within twenty (20) days after such notice has been given by the Company. The Investors shall be entitled to two (2) registrations under this Section 1. In the event that the Investors delivering the Request determine for any reason (other than at the request or recommendation of the Company or the managing underwriters) not to proceed with a registration of Common Shares requested pursuant to this Section 1 at any time before the registration statement has been declared effective by the SEC, and such registration statement, if theretofore filed with the SEC, is withdrawn with respect to the Common Shares covered thereby, and such number of Investors agree to reimburse the Eligible Securities owned Company for the fees, costs and expenses incurred by Doubletree or it in connection therewith, then the Investors as shall be specified in such request (a "Registration Request"); provided, however, that the Company shall not be obligated deemed to effect any such registration have exercised one (1) of their rights to require the Company to register Common Shares pursuant to subsection (ii) on behalf this Section 1. If the Investors determine not to proceed with such a registration upon the written request or recommendation of the Investors unless Company or 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) and 2(b)(v) hereofmanaging underwriters, the Company Investors shall not be required to file reimburse the Company for its fees, costs and use its best efforts expenses and the Investors shall not be deemed to cause have exercised one (1) of their rights to become effective, require the Company to register Common Shares pursuant to a Registration Request under this Section 21. The Company shall not, without the prior written consent of Investors holding at least fifty percent (50%) of the Common Shares then held by all of the Investors, effect any registration of its securities (other than on Form S-4 or Form S-8) from the date the Company receives a Request pursuant to this Section 1 until the earlier of (a) more than two registration statements at ninety (90) days after the demand of Doubletree, date on which all securities covered by such Request have been sold or (b) more than two registration statements at one hundred eighty (180) days after the demand effective date of the Investors. The party or parties delivering a Registration Request is hereinafter referred to as the "Requesting Holder." The second Registratio Request made by the Investors may be identified by the Requesting Holder as a "Priority Demand". (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 days after their receipt of notice delivered pursuant to Section 4 hereof). The Company will also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in covering such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, or the holders of a majority of the 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 this paragraph (b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered 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 DeBo▇▇, ▇▇e 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; and (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 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 zerosecurities. (iv) Notwithstanding the foregoing, if in connection with anyRegistration 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, the 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 pursuant to clause 2(a) above shall be increased by one. (vi) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(a) of the Certificate of Designation constitute a Registration Request allocable 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.