Common use of Demand Registration Clause in Contracts

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "

Demand Registration. (ai) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Registrable Securities then outstanding that Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)), use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereofQualified Holder, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive give a written request from any notice of the receipt of such Demand Request (a “Demand Notice”) to all other Holders aforementioned in Section 2(a) that of Registrable Securities (which notice shall state the Company file one or more post-effective amendments material terms of such proposed Demand Registration, to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(aextent known), then the Company . Such Demand Notice shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. be given not more than ten (c10) In addition to, Business Days and not less than five (5) Business Days, in limitation each case prior to the expected date of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date public filing of the registration statement referred (the “Demand Registration Statement”) for such Demand Registration. Subject to in the provisions of Section 2(a)2(a)(iv) through (vii) and Section 2(e) below, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are Company Ordinary Shares with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at At any time on and beginning one hundred eighty (180) days after the Closing Date, the Company shall receive holders of a written request from Holders of at least 25% majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such may request or as soon as practicable thereafter, the registration under the Securities Act of all or any portion of their Registrable Securities which pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such Holders request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have five (5) days from the date such notice is given to notify the Company in writing of their desire to be registered, provided, that included in such registration. The Company shall prepare and file with (or confidentially submit to) the filing of Commission a Registration Statement on Form S-1 or any registration statement which does not result in the effective registration of successor form thereto covering all of the Registrable Securities for that the holders thereof have requested to be included in such Long-Form Registration within sixty (60) days after the date on which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, request is given and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable cause such Registration Statement to be declared effective by the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or Commission as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall not be obligated to file as many post-effective amendments pursuant to Section 2(b) and required to effect a Long-Form Registration more than two (2) times for the holders of Registrable Securities as many registrations pursuant a group; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective and the holders requesting such registration are able to Section 2(c) as may register and sell at least a majority of the Registrable Securities requested to be requested by Holders included in accordance therewith. Section 3. "such registration.

Demand Registration. (a) If at any time on and after 180 days following the Closing Datecompletion of the First Public Offering, the Company shall receive a written request from Holders a Shareholder or group of Shareholders, in each case holding at least 2540% of the Registrable Securities then outstanding (the requesting Shareholder(s) shall be referred to herein as the “Initial Requesting Shareholders”), that the Company file a effect the registration statement under the Securities Act covering of all or any portion of such Initial Requesting Shareholder’s Registrable Securities, and specifying the registration intended method of Registrable Securities held by themdisposition thereof, then the Company shallshall give notice (a “Demand Notice”) of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the other Shareholders, which notice shall be given not later than five Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of notice of a Demand Registration, request that the Company also effect the registration under the Securities Act of all or any portion of such other Shareholder’s Registrable Securities (such other requesting Shareholders, together with the Initial Requesting Shareholder(s), shall be referred to herein as the “Requesting Shareholders”). Thereafter, subject to the limitations of this restrictions in Section 22.01(e), the Company shall use its best commercially reasonable efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities for which such Holders request the Requesting Shareholders have requested registration under this Section 2.01 to be registered, provided, that the filing of any registration statement which does not result in extent necessary to permit the effective registration of all disposition of the Registrable Securities for which a demand has been made and so to be registered (in accordance with the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereofintended methods thereof as aforesaid), shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if provided that the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts be permitted to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute securities other than the Registrable Securities covered by their request by means (including for the benefit of an underwriting, they shall so advise Persons not party to this Agreement) as part of any Demand Registration; provided further that the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $20,000,000 or such lesser amount that constitutes all of the Requesting Shareholder’s Registrable Securities (provided that such lesser amount is at least $10,000,000). In no event shall the Company be required to effect (i) more than one registration pursuant to Section 2(aDemand Registration hereunder within any six-month period or (ii) in accordance with any Demand Registration if, at the terms thereof. The Company shall be obligated to file time of such request, four or more Demand Registrations and Underwritten Takedowns (as many post-effective amendments pursuant to Section 2(bdefined below) have previously been effected ((i) and (ii) hereinafter collectively referred to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "the “Demand Registration Limitations”).

Demand Registration. (a) If at At any time on beginning six months from the date of this Agreement and after for a period of three years thereafter, the Closing DateHolder may make one written request for registration under the Securities Act, (a "Demand Registration") of all or part of Holder's Registrable Securities (but such part, together with the number of securities requested by other Approved Investors, to be included in such Demand Registration pursuant to this Section 2, shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the Company) of at least $250,000. Notwithstanding the foregoing, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company not be required to file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all on behalf of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) Holder within twelve months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the any earlier registration statement referred so long as the Holder was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and the Holder did not request that its Registrable Securities be included; provided, however, that if Holder requested that its Registrable Securities be included in Section 2(a)the earlier registration statement but not all were so included through no fault of the Investor, the Investor may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration. Within fifteen (15) days after receipt of a request for a Demand Registration, the Company shall receive a give written notice (the "Notice") of such request from Holders of at least 25% of the to all other Approved Investors and shall include in such registration all Registrable Securities then outstanding that the Company file a registration statement under has received written requests for inclusion therein within 15 days after the Securities Act covering Notice is given (the registration of Registrable Securities held by them"Requested Securities"). Thereafter, then the Company shall, subject may elect to the limitations include in such registration additional shares of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request Common Stock to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested issued by the aforementioned HoldersCompany. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request All requests made pursuant to this Section 2. The Holders 2 shall (together with specify the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the aggregate number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may to be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "registered.

Demand Registration. (ai) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Registrable Securities then outstanding that Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)), use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(aQualified Holder(s), the Company shall receive give a written request from Holders of at least 25% notice of the Registrable Securities then outstanding that the Company file receipt of such Demand Request (a registration statement under the Securities Act covering the registration “Demand Notice”) to all other Holders of Registrable Securities held by themthat have requested to receive such notices (which notice shall state the material terms of such proposed Demand Registration, then to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 2(a)(iv) and Section 2(e) below, the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of shall include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are Company Common Stock with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at any time on and after following completion of the Closing DateInitial Public Offering, subject to the terms of any “lock-up” agreement entered into with one or more underwriters (unless waived by such underwriter(s)), the Company shall receive a written request (each such request shall be referred to herein as a “Demand Registration”) from Holders a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least 25% thirty percent (30%) of the Registrable Securities then outstanding outstanding, that the Company effect the registration under the Securities Act (i) for the first Public Offering of the Company after the completion of the Initial Public Offering (the “Follow-On Offering”), at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), or (ii) after the completion of the Follow-On Offering, all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such Demand Registration at least fifteen (10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, file a registration statement under the Securities Act covering the registration of Registrable Securities held by themAct, then the Company shall, subject to the limitations of this Section 2, and (ii) use its best commercially reasonable efforts to effect within 90 days of such request or effect, as soon expeditiously as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition topossible, and not in limitation of any event within one hundred twenty (120) days after the foregoingdate the Demand Registration is given by the Requesting Shareholder, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to statement, in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "each case covering:

Demand Registration. (ai) If at the Company (A) is in violation of its obligation to cause Initial Effectiveness of a Shelf Registration Statement pursuant to Section 2(a)(C) or (B) following the Initial Effectiveness of the Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Shelf Period (other than during any time on Suspension Period), subject to the terms and after conditions of this Agreement (including Section 2(b)(iii)), upon written notice to the Closing DateCompany (a “Demand Request”) delivered by the Threshold Holder(s), requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities beneficially owned by such Threshold Holder(s), the Company shall receive give a written request from Holders of at least 25% notice of the Registrable Securities then outstanding that the Company file receipt of such Demand Request (a registration statement under the Securities Act covering the registration “Demand Notice”) to all other Holders of Registrable Securities held by them(which notice shall state the material terms of such proposed Demand Registration, then to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 2(b)(iii) and Section 2(f) below, the Company shall, subject to shall file the limitations of this Section 2, Demand Registration Statement and use its best commercially reasonable efforts to effect within 90 days of such request or effect, as soon as practicable thereafterreasonably practicable, the registration under the Securities Act of and under the applicable state securities laws and include in such Demand Registration Statement all Registrable Securities that are New Shares with respect to which such the Company has received written requests for inclusion therein within five (5) Business Days after the later of (i) the Company delivering the Demand Notice to Holders request of Registrable Securities and (ii) five (5) Business Days prior to be registered, provided, that the actual public filing of any registration statement which does not result the Demand Registration Statement. Nothing in this Section 2(b) shall relieve the effective registration Company of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's its obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at At any time on and after the Closing DateCompany is eligible to use Form S-3 or other short form registration statement, but no earlier than 31 December 1994, upon the written request of the Holder the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under with the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect and Exchange Commission ("SEC") within 90 60 days of such receipt of the Holder's written request or as soon as practicable thereafter, for registration with the registration SEC under the Securities Act of 1933 (the "1933 Act") of all or part of its Registrable Securities which such Holders request to be registeredShares; provided, providedhowever, that the filing Company shall have no obligation to register any Registrable Shares that are eligible for sale pursuant to Rule 144(k) under the 1933 Act. Any such request by the Holder shall specify the aggregate number of any registration statement which does not result in Registrable Shares proposed to be sold and shall also specify the effective registration intended method of all disposition thereof; provided, however, that the Holder's demand shall specify an aggregate number of Registrable Shares equal to at least half of the Registrable Securities for which a Shares that the Holder owns at the time the demand has been is made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts to effect as soon as practicable keep the filing registration statement effective until the earlier of any such post-effective amendment. six (c6) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and months after the Closing Date and following the effective date of effectiveness of the registration statement referred to in Section 2(a), or until the Company shall receive a written request from Holders of at least 25% of Holder has sold the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration number of Registrable Securities held by them, then the Company shall, subject Shares for which it requested registration. The Holder shall not be entitled to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as make a part of their request made demand pursuant to this Section 2. The Holders 1 more than one (1) time; provided, however, that (i) if no registration statement is declared effective with respect to a demand which the Holder has made (other than because the Holder has requested that the registration statement not be declared effective) or (ii) if the registration statement does not include all of the Registrable Shares that the Holder requests to be included, that demand shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision not be counted for purposes of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereoflimit. The Company may defer filing a registration statement pursuant to this Section 1 for up to 120 days if in the reasonable judgment of the Company's board of Directors the filing of such registration statement would be detrimental to the Company. Such option of the Company's Board of Directors shall be obligated exercised only once with respect to file as many post-effective amendments pursuant each request. The Company may, in its discretion, include in the registration statement shares of Common Stock to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested sold by Holders in accordance therewith. Section 3. "the Company or other stockholders.

Demand Registration. (a) If at At any time following the Closing, the Initiating Holders may request in writing that the Company shall file a Registration Statement with respect to the registration and resale of all or part of the Registrable Shares held by them, including without limitation on Form S-1/F-1 (a “Demand Registration”). As soon as practicable and in any event within ten (10) days after the Closing Datereceipt of any such request, the Company shall receive a give written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days notice of such request or as soon as practicable thereafter, to the other Holders and shall include in such registration under the Securities Act of all Registrable Securities which Shares held by all such Holders request who wish to be registered, provided, that participate in such Demand Registration and provide the filing of any registration statement which does not result in Company with written requests for inclusion therein within seven (7) days after the effective registration of all receipt of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereofCompany’s notice. Thereupon, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect the registration of all Registrable Shares as soon to which it has received requests for registration for as practicable promptly as reasonably practicable; provided, however, that: (i) the Company shall not be required to effect any registration under this Section 2.3 (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of any a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such post-registration statement to become effective amendment. and (cB) In addition to, and not in limitation within a period of the foregoing Sections 2(aninety (90) and 2(b), if at any time on and after the Closing Date and days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; and (ii) the registration statement referred shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to in Section 2(a), the Company shall receive a written request from Holders of be at least 25% the lesser of the (a) US$35,000,000 and (b) all remaining Registrable Securities then outstanding that (other than the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested Sale Limited Securities) owned by the aforementioned Holdersrequesting Holder. (d) If the The Initiating Holders intend may elect 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 withdraw from any offering pursuant to this Section 22.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. The If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration and the Company did not elect to delay or postpone such offering pursuant to Section 2.6, then either the Initiating Holders shall (together reimburse the Company for the costs associated with the Company withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 32.3) enter into an underwriting agreement or such withdrawn registration shall count as a Demand Registration provided for in customary form with a mutually acceptable underwriter or underwritersthis Section 2.3. Notwithstanding any other provision of this Section 22.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (other than Catalyst or the EDNCU Holder if Catalyst or the EDNCU Holder was the Initiating Holder) pro rata to the respective number of Registrable Securities of the Shares requested by such Holders that may to be included in the underwriting registration and thereafter, to the extent necessary, (iv) if Catalyst or the EDNCU Holder was the Initiating Holder, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; provided, however, that (i) in any event all Registrable Shares must be included in such registration prior to any other shares of the Company, and (ii) if Holders other than Catalyst and the EDNCU Holder were the Initiating Holders, Catalyst or the EDNCU Holder, by written notice to the Company during the seven-day notice period set forth above, shall be so limited pro rataentitled to be treated as the Initiating Holder instead, subject to the limitations on the number of their respective demand registrations set forth below. (e) The Company shall may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be obligated to effect one initiated after a registration requested pursuant to Section 2(a2.3 and to become effective less than ninety (90) in accordance with days after the terms thereofeffective date of any registration requested pursuant to Section 2.3. The Company shall not be obligated to file as many post-effective amendments pursuant to Section 2(b) and required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the EDNCU Holder and Catalyst), the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which the EDNCU Holder is the Initiating Holder and the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which Catalyst is the Initiating Holder. A registration will not count as many registrations pursuant a requested registration under this Section unless and until the Registration Statement relating to Section 2(c) as may be requested such registration has been declared effective by Holders in accordance therewith. Section 3. "the Commission.

Demand Registration. In the event the Registration Statement is not declared effective by the six (a6) If at any time on and after month anniversary of the Closing DateDate ("Registration Deadline") or does not include all Shares purchased hereunder ("Registrable Securities"), a holder of Registrable Securities shall have the right to require by notice in writing that the Company shall receive a written request from Holders of at least 25% register all or any part of the Registrable Securities then outstanding that held by such holder (a "Demand Registration") and the Company shall thereupon effect such registration in accordance herewith (which may include adding such shares to an existing shelf registration). The parties agree that if the holder of Registrable Securities demands registration of less than all of the Registrable Securities, the Company, at its option, may nevertheless file a registration statement under covering all of the Securities Act covering the Registrable Securities. If such registration of Registrable Securities held by them, then the Company shall, subject statement is declared effective with respect to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which and the Company is in compliance with its obligations under this Agreement, the demand registration rights granted pursuant to this Section shall cease. If such Holders request to be registered, provided, that the filing of any registration statement which does is not result declared effective with respect to all Registrable Securities or if the Company is not in compliance with such obligations, the effective demand registration of rights described herein shall remain in effect. The Company shall not be obligated to effect a Demand Registration as described above: (i) if all of the Registrable Securities for held by the holder of Registrable Securities which a demand has been made are demanded to be covered by the Demand Registration are, at the time of such demand, included in an effective registration statement and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's Company is in compliance with its obligations under this Section 2(a). Agreement; (bii) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% all of the Registrable Securities then outstanding that may be sold under Rule 144(k) of the Act and the Company's transfer agent has accepted an instruction from the Company file a registration statement under to such effect; or (iii) at any time after two (2) years from the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Closing Date.

Demand Registration. (a) If at At any time on and after the second anniversary of the Closing Dateof the Stock Purchase Agreement, a Majority-in-Interest of the Holders shall have the right, by written notice (the "Demand Notice") given to the Company, to request the Company to file with the SEC a Registration Statement with respect to all or any portion of the Registrable Shares held by such Holders. Upon receipt of any such Demand Notice, the Company shall receive a written request from promptly, but in no event more than five days after receipt thereof, notify all other Holders of at least 25% the receipt of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallsuch Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after delivery of the Company's notice. In connection with any Demand Registration in which more than one holder of securities participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as follows: first, pro rata on the basis of the number of securities other than Registrable Shares requested to be registered by the holders of such securities; and second, pro rata on the basis of the number of Registrable Shares requested to be registered by the holders of such securities. The Holders as a group shall be entitled to two Demand Registrations pursuant to this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, 1; provided, that the filing of any registration statement which Demand Registration that does not result become effective or is not maintained for the time period required in accordance with Section 1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(e); provided, further, that if the effective registration of all Demanding Holders have requested inclusion in such Demand Registration and 75% or less of the Registrable Securities for which securities so requested to be included have been included, the Holders as a demand has group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made and made. Anything herein to the continuing effectiveness of such registration for an uninterrupted contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this Section 1 within a period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Demand Registration.

Demand Registration. (ai) If the Company (i) is in violation of its obligation to file a Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Shelf Period (other than during any Suspension Period), subject to the terms and conditions of this Agreement (including Section 2(b)(iii)), upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder that holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any time on and after or all of the Closing DateRegistrable Securities beneficially owned by such Qualified Holder(s), the Company shall receive give a written request from Holders of at least 25% notice of the Registrable Securities then outstanding that the Company file receipt of such Demand Request (a registration statement under the Securities Act covering the registration “Demand Notice”) to all other Holders of Registrable Securities held by them(which notice shall state the material terms of such proposed Demand Registration, then to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 2(a)(iii) and Section 2(e) below, the Company shall, subject to shall file the limitations of this Section 2, Demand Registration Statement and use its best commercially reasonable efforts to effect within 90 days of such request or effect, as soon as practicable thereafterreasonably practicable, the registration under the Securities Act of and under the applicable state securities laws and include in such Demand Registration Statement all Registrable Securities that are New Common Shares with respect to which such the Company has received written requests for inclusion therein within five (5) Business Days after the later of (i) the Company delivering the Demand Notice to Holders request of Registrable Securities and (ii) five (5) Business Days prior to be registered, provided, that the actual public filing of any registration statement which does not result the Demand Registration Statement. Nothing in this Section 2(b) shall relieve the effective registration Company of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's its obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at any time If, on and or after the Closing Registration Rights Commencement Date, either Manufacturer (in such capacity, an "Initiating Holder") requests in writing (the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding "Demand") that the Company file a registration statement under the Securities Act covering the registration on Form S-3 (or any successor form to Form S-3) for a public offering of Registrable Securities held by them, then Shares the Company shall promptly give written notice of such requested registration to the other Manufacturer (in such capacity, the "Non-Initiating Holder") and thereupon shall, as expeditiously as possible, but in any event within thirty (30) days after its receipt of such request, subject to Section 4.1, file such Registration Statement with the limitations of this Section 2, use its best efforts SEC to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities 1933 Act of all of: (i) such Registrable Securities Shares which such Holders request the Company has been so requested to be registered, provided, that register by the filing of any registration statement which does not result in Initiating Holder; and (ii) the effective registration of all Registrable Shares of the Registrable Securities for Non-Initiating Holder which a demand the Company has been made and requested to register by written request given to the continuing effectiveness Company within 15 days after the giving of such registration for an uninterrupted period written notice by the Company (which request shall specify the amount and intended method of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(adisposition of such securities). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts to effect cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such Registration Statement effective until the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b)Initiating Holder and, if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)applicable, the Non-Initiating Holder, notify the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding in writing that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themis no longer required to keep such Registration Statement effective. In no event, then however, shall the Company shallbe required, subject in any twelve-month period, to the limitations of this Section (i) effect more than two (2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made registrations pursuant to this Section 2. The Holders shall 2.2 or (together with the Company as provided in Section 3ii) enter into an underwriting agreement in customary form with a mutually acceptable underwriter keep one or underwriters. Notwithstanding any other provision of more Registration Statements filed pursuant to this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation 2.2 effective for more than an aggregate of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. ninety (e90) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereofdays. The Company shall be obligated not permit any holder of Registrable Securities or any other holder of registration rights (other than a Manufacturer) to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders "piggyback" on such Registration Statement without the written consent of each Manufacturer participating in accordance therewith. Section 3. "such registration.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive at any time within five (5) years after the date hereof a written request from the Holders of holding at least 25% a majority of the Registrable Securities then outstanding held by all Holders (the “Initiating Holders”) that the Company register (a “Demand Registration”) that number of Registrable Securities held by such Holders stated in such request (which amount of Registrable Securities shall have a fair market value of at least $2,000,000 in the aggregate, based upon the last sales price of the Common on a national exchange or over-the-counter market, as applicable, on the day immediately preceding the date of such request), then the Company shall (i) within ten (10) days of receipt thereof, give written notice of such request to all other Holders of such request for a Demand Registration and (ii) take such steps as are necessary to prepare for the registration of the Registrable Securities and file as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such that the Holders request to be registered, provided, that including any Registrable Securities requested to be included in such registration by Holders other than the filing Initiating Holders via the delivery to the Company of any registration statement which does not result in written notice of such request no later than ten (10) days following the effective registration Company’s delivery of all written notice of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallDemand Registration, subject to the limitations of this Section 2contained herein. Notwithstanding the foregoing, use its best efforts the Company shall not be obligated to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. more than two (d2) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Demand Registrations pursuant to this Section 2. The Holders 2.2 nor shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect more than one registration (1) Demand Registration within any period of twelve (12) consecutive months. If at the time of any request to register Registrable Securities pursuant to this Section 2(a2.2, the Company is engaged in any other activity that, in the good faith determination of the Board, would make it materially detrimental to the Company and its stockholders for such Demand Registration to be effected at such time, then the Company may, at its option, direct that such request be delayed for a reasonable period not in excess of one hundred twenty (120) days from the date of such request, such right to delay a request to be exercised by the Company not more than once in accordance with any twelve (12) month period. In addition, the terms thereof. The Company shall not be obligated to file as many post-effective amendments pursuant to Section 2(b) and required to effect as many registrations pursuant any registration within ninety (90) days after the effective date of any other registration statement of the Company (other than a registration statement on Form S-4 or S-8 or any successor thereto). Each request for a Demand Registration by the Holders shall specify the number of Registrable Securities proposed to Section 2(c) as may be requested by Holders registered and sold in accordance therewith. Section 3. "connection with such Demand Registration and the intended method of disposition thereof.

Demand Registration. (ai) If at any time on and after Subject to the Closing Dateconditions of this Section 6.1(a), if the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding Investors on one or more occasions that the Company file a registration statement under the Securities Act Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of Registrable Securities held by themthe Shares, then the Company shall, subject to the limitations of this Section 2as expeditiously as reasonably possible, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request (as defined below) that the Investors have requested to be registered, provided, provided that the filing of for any registration statement which does not result in pursuant to this Section 6.1(a), the effective registration of all aggregate market value of the Registrable Securities for which to be registered (or included in a demand has been made and the continuing effectiveness of such registration for takedown from a Resale Shelf involving an uninterrupted period of six (6underwritten offering or a block trade) months from the initial effective date thereof, shall not must be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation at least $20 million as of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such request). At any time when the Company is eligible to file a registration statement referred on Form S-3 for a secondary offering of equity securities pursuant to in Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 2(a)6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall receive a written request from Holders maintain such Resale Shelf until the earliest of at least 25% of (i) the Registrable Securities then outstanding that date on which the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject Investors cease to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the hold Registrable Securities covered by their request such Resale Shelf, (ii) the third anniversary of the date of filing such registration statement and (ii) the date as of which there are no longer any Registrable Securities covered by means such Resale Shelf. Following the effectiveness of an underwritinga Resale Shelf, they shall so advise the Company as a part any resale of their request made Shares pursuant to this Section 26 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. The Holders Each Investor agrees that, except as required by applicable law, such Investor shall (together with treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company until such time as provided the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision breach of the terms of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Agreement.

Demand Registration. (a) If If, on or at any time on and after the Closing DateEffectiveness Date there is no currently effective “Shelf” Registration Statement, the Company shall receive then at any time thereafter, upon written notice (a written request “Demand”) from a Holder or Holders of holding at least 2550% of the Registrable Securities then outstanding requesting that the Company file a effect the registration statement under the Securities Act covering of any or all of the registration of Registrable Securities held by themsuch Holder or Holders, then which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company shall, within five (5) days after receiving the Holder’s or Holders’ Demand, give written notice (the “Request Notice”) of such registration request to all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be required. The Request Notice shall offer to each such Holder the opportunity to include in such Registration Statement such number of Registrable Securities as such Holder may request within ten (10) days after the date of the Request Notice, subject to the limitations of this Section 22(a) and to compliance with the other provisions of this Agreement. As promptly as possible after such ten (10) day period, use its best efforts to effect within 90 days but no later than the 30th day following receipt of such request or as soon as practicable thereafterthe Demand, the Company shall file a Registration Statement with the Commission for purposes of effecting, in the manner set forth in this Section 2 and Section 3 hereof, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made disposition in accordance with the intended method or methods of disposition stated in the Holder’s or Holders’ request and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any cause such post-Registration Statement to be declared effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering as promptly as possible after the registration of Registrable Securities held by themfiling thereof, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "that:

Demand Registration. (a) If 2.1 Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time on and after the Closing Datefirst (1st) anniversary of the effective date of a Qualified IPO of the Company, the Company shall receive a written request from Holders of at least 25% holding fifteen percent (15%) or more in voting power of the Registrable Securities then outstanding may request in writing (a “Registration Request”) that the Company file a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), so long as the Company is entitled to use such a form, including, without limitation, any registration statement filed under the Securities Act covering providing for the registration of Registrable Securities held of, and the sale on a continuous or delayed basis by themthe Initiating Holders of, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission, for which a demand has been made and the continuing effectiveness public offering of all or part of their Registrable Securities. Upon receipt of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)Registration Request, the Company shall receive a (i) promptly give written request from notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within ninety (90) days of at least 25% the receipt of such request, cause the Registrable Securities then outstanding that specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request. The Holders may at any time, and from time to time, require the Company file a registration statement under to effect the Securities Act covering the registration Registration of Registrable Securities held by them, then the Company shall, subject to the limitations of under this Section 22.1 so long as the proposed maximum aggregate offering price for each such Registration exceeds US$500,000; provided, use its best efforts to effect within 90 days of such request or as soon as practicable thereafterhowever, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If that the Holders intend to distribute shall not exercise 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 right under this Section 2. The Holders shall 2.1 more than twice in any twelve (together with 12) month period (it being the Company as provided in Section 3) enter into an underwriting agreement in customary form with understanding of the Parties that a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of Registration Request given under this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation 2.1 shall be deemed to have been effected for purposes of the number of shares to be underwritten, then the number of shares foregoing even if subsequently withdrawn by Holders of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "such Registration Request).

Demand Registration. (a) If at At any time, and from time on and to time, after the six month anniversary of the Closing Date, holders of then-outstanding Stockholder Shares shall have the right to require the Company shall receive a written request from Holders of at least 25% of the Registrable Securities to effect unlimited registrations on Form S-3, or any successor form then outstanding that the Company file a registration statement in effect, under the Securities Act covering (any such registration, a “Demand Registration”). Upon receipt from a Stockholder or Stockholders (the registration “Initiating Stockholders”) of Registrable Securities held by themany request for a Demand Registration for Common Stock having a market value of not less than $25,000,000, then based on the closing price of the Common Stock at 4:00 p.m. on the business day prior to the day of the request, the Company shall, subject to the limitations shall give prompt (but in any event not later than two (2) business days after receipt of this Section 2, use its best efforts to effect within 90 days such request) written notice of such request or to each Stockholder, and shall include in such Demand Registration all Stockholder Shares with respect to which the Company has received written requests for inclusion therein within 30 days after the delivery of the Company’s notice. The Company shall use its commercially reasonable efforts to file the registration statement with regard to such Demand Registration with the Securities and Exchange Commission within sixty (60) days after it receives a request therefor, and to cause such registration statement to become effective as soon as practicable thereafter. If requested by the Initiating Stockholders, the registration Company shall take steps as are required to register such Stockholder Shares in such Demand Registration for sale on a continuous basis under Rule 415 under the Securities Act of all Registrable Securities which and keep such Holders request to be registered, provided, that the filing of any registration statement which does not result in (or any replacement registration statement effected upon the expiration of the initial or any subsequent registration statement) effective registration for such period as is necessary to complete the sale and distribution of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six Stockholder Shares pursuant thereto, but in any event not longer than one hundred twenty (6120) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a)days. (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following No later than the effective date of the registration statement referred to in Section 2(a)Demand Registration, the Company shall receive a written request furnish (or cause to be furnished) to the Company’s transfer agent, from Holders of at least 25% time to time, an opinion of the Registrable Securities then outstanding Company’s counsel to facilitate the transfer of the Stockholder Shares in the secondary market, including, but not limited to, the removal of any restrictive legends encumbering such shares. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company file a that in its opinion the number of securities to be included exceeds the number of securities which can be sold in such offering without adversely affecting the marketability or price thereof, the Company will include in such registration statement under all Stockholder Shares requested to be included therein prior to the Securities Act covering inclusion of any securities that are not Stockholder Shares. If the number of Stockholder Shares requested to be included in such registration exceeds the number of Registrable Securities securities which in the opinion of such underwriter can be sold without adversely affecting the marketability of such offering, such Stockholder Shares shall be included pro rata among the holders thereof based on the percentage of the outstanding Stockholder Shares then held by themeach such Stockholder. If other securities are included in any Demand Registration that is not an underwritten offering, then all Stockholder Shares included in such Demand Registration shall be sold prior to the sale of any of such other securities. The Company shallshall have the right to select the investment banker(s) and manager(s) to administer any Demand Registration that is an underwritten offering, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation approval of the number holders of shares to be underwritten, then the number of shares of Registrable Securities a majority of the Holders that may Stockholder Shares to be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "such Demand Registration.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive Upon receipt of a written request (a "Registration Request") from Initiating Holders of with respect to Registrable Stock representing at least 25% of such Initiating Holders' Registrable Stock (or any lesser percentage having a reasonably anticipated aggregate offering price to the Registrable Securities then outstanding that public of $2,000,000)(a "Demand Registration"), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement under for the Securities Act covering purpose of effecting a Registration of the sale of all Registrable Stock requested to be Registered by the requesting Holders and any other Holder who requests to have his Registrable Stock included in such registration statement within ten days after receipt of Registrable Securities held notice by them, then such Holder of the Registration Request. The Company shall, subject to the limitations of this Section 2, shall use its best commercially reasonable efforts to effect within 90 days of such request or Registration as soon as practicable thereafter(including, without limitation, the registration execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the Securities Act earlier of (i) the second anniversary of the date that shares of Registrable Stock are first sold pursuant to such Registration, (ii) the date on which all shares of Registrable Securities which Stock have been sold pursuant to such Holders request to be registered, provided, that the filing of any registration statement which does not result or Rule 144 and (iii) the date on which, in the effective registration reasonable opinion of counsel to the Company, all of the Registrable Securities for which a demand has been made and Stock may be sold in accordance with Rule 144(k); provided, however, that the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated to fulfill take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 (i) in any particular jurisdiction in which the Company would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to taxation or service in such jurisdiction or (ii) during the period starting with the date 60 days prior to the Company's obligations under this Section 2(a). (b) In addition togood faith estimate of the date of filing of, and not in limitation of ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall receive furnish to the Holders a written request from certificate signed by an executive officer or any trustee of the Holders aforementioned Company stating that, in Section 2(a) that the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file one or more post-effective amendments to the such registration statement referred or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to therein so as to extend defer the effectiveness filing of such registration statement beyond the six-month period referred to in Section 2(a(or suspend sales under a filed registration statement), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at any time on and after Subject to the Closing Dateprovisions of this Section 5.2(a), upon the Company shall receive a written request from Holders (a “Demand Notice”) of at least 25% of a Holder (the Registrable Securities then outstanding “Demand Party”) requesting that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities, which Registrable Securities which such Holders request will be offered for sale after the Restricted Period Termination Date, and specifying the amount and intended methods of disposition thereof, including pursuant to be registered, provided, that the filing of any a shelf registration statement which does not result in the effective registration of all utilizing Rule 415 of the Registrable Securities for Act (or its successor provision) (a “Shelf Registration”), which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Shelf Registration shall not only be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, permitted hereunder if the Company shall receive a is then eligible to use Form S-3, thereupon the Company will promptly give written request from any notice of such requested registration to each of the other Holders aforementioned and thereupon will, as expeditiously as reasonably practicable (and in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and event no later than 45 days after the Closing Date and following the effective date of the registration statement referred to in Section 2(aDemand Notice), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement and use its commercially reasonable efforts to cause to be declared effective under the Securities Act covering the as promptly as practical a registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts statement to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which the following; provided that, notwithstanding the foregoing: (x) to the extent a Demand Notice is delivered not less than 45 days prior to the Restricted Period Termination Date requesting a Shelf Registration, the Company shall use its commercially reasonable efforts to cause such Holders request registration statement to be registeredbecome effective no later than the first (1st) Business Day after the Restricted Period Termination Date, and (y) under no circumstances under this Section 5.2(a) (including the foregoing clause (x)) shall the Company be required to file as soon as practicable any and all post-effective amendments thereto which may be requested by registration statement prior to the aforementioned Holders. (d) If date that is 45 days prior to the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Restricted Period Termination Date:

Demand Registration. (a) If at any time on and after the Closing Datedate hereof, the Company shall receive receives a written request notice from Holders the Holder(s) of at least 25% a majority of the Registrable Securities then outstanding that (the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them“Demand Notice”), then the Company shall, subject on or prior to the limitations of this Section 2Filing Date, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, prepare and file with the registration under SEC a Registration Statement covering the Securities Act resale of all Registrable Securities which such Holders request for an offering to be registeredmade on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-3 (or, providedif Form F-3 is not then available to the Company, that the filing on such form of any Registration Statement as is then available to effect a registration statement which does not result in the effective registration of all for resale of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(aSecurities). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts (i) to effect as soon as practicable the filing of any cause such post-Registration Statement to be declared effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering (unless it becomes effective automatically upon filing) as promptly as possible after the registration of Registrable Securities held by themfiling thereof, then the Company shall, subject but in any event prior to the limitations of this Section 2Effective Date, use its best efforts and (ii) to effect within 90 days of keep such request or as soon as practicable thereafter, the registration Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). The Company shall telephonically request by means the effectiveness of an underwriting, they the Registration Statement (unless it becomes effective automatically upon filing) as of 5:00 p.m. Eastern Time on the Effective Date. The Company shall so advise the Company as a part of their request made not be required to (A) take any action to effect any registration pursuant to this Section 2. The Holders shall (together with 3.1(a) after the Company as provided in Section has effected three (3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of registrations pursuant to this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. 3.1(a) and each registration has been declared effective or (eB) The Company shall be obligated to effect more than one (1) registration pursuant to this Section 2(a3.1(a) in accordance with any six-month period to the terms thereof. The extent the Company shall be obligated to file as many post-effective amendments has not suspended use of the Registration Statement or Prospectus therein pursuant to Section 2(b3.1(d); provided, however, the Holders shall not be subject to the restrictions on registration set forth in (A) and to effect as many registrations pursuant to (B) above upon any breach by the Company or any of its Subsidiaries of the obligations under Section 2(c) as may be requested 6.4 or commencement by Holders in accordance therewith. Section 3. "any Governmental Authority of an investigation into the Company or any of its Subsidiaries for any corruption or bribery allegation.

Demand Registration. (a) If at At any time on and after beginning as of the Closing Datedate hereof, the Company shall receive a written request from Holders of at least 25% a majority of the Registrable Securities then outstanding that the Company file may require registration (a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration “Demand Registration”) under the Securities Act of all or any part of their Registrable Securities which Securities; provided that each such Demand Registration must be in respect of at least 100,000 shares of Common Stock. Holders request to be registered, provided, that the filing of any may exercise this demand registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations right under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive 2 by giving a written request from any of the Holders aforementioned in Section 2(a) that to the Company file one or more post-effective amendments to specifying the registration statement referred to therein so as to extend the effectiveness intended method of disposition of Holders’ Registrable Securities. Within five (5) business days of receipt of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)request, the Company shall receive a written request from promptly notify all other Holders of at least 25% the request. The Holders shall have thirty (30) days after receipt by such Holder of such notice from the Company to request that their Registrable Securities be included in the registration with the shares of the Registrable Securities then outstanding that the Company file a Holders initially requiring registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall Holder will be entitled to require up to two (together with the Company as provided in Section 32) enter into an underwriting agreement in customary form with a mutually acceptable underwriter Demand Registrations on Form S-1 and unlimited Demand Registration on Form S-3 (or underwritersany respective successor forms). Notwithstanding any other provision of A Demand Registration under this Section 2, if 2 shall not be deemed to have been effected or requested (a) unless a Registration Statement with respect thereto has become effective and Holder is legally permitted to sell the managing underwriter advises Registrable Securities included therein and the Holders in writing that marketing factors require Registration Statement remains effective for at least one hundred eighty (180) consecutive days (unless the Registrable Securities are sold within a limitation of the number of shares to be underwrittenshorter period, then the number Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of shares the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be fulfilled by the Company for completion of the Holders that may be included in transactions contemplated by the selling agreement or underwriting shall be so limited pro rata. (e) The agreement related to the registration are not satisfied by the Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with or waived by the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "underwriters.

Demand Registration. (a) If During the Demand Period, the Eligible Investors may at any time on and after the Closing Date, the Company shall receive make a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the for registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act Act, and under the securities or blue sky laws of all Registrable Securities which any jurisdiction reasonably designated by such Holders request to be registeredInvestors (collectively, the “Demanding Holders”); provided, that (i) the filing Company will not be required to effect any registration pursuant to this Section 3 unless the Minimum Offering Threshold is met; (ii) subject to Section 3(c) below, the Company will not be required to effect more than three registrations at the request of the Investors pursuant to this Section 3(a), (iii) the Company will not be required to effect such registration within the period beginning on the effective date of a registration statement to be filed by the Company or on its behalf covering a firm commitment underwritten public offering and ending on the expiration of any registration statement which does lock-up period (not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six to exceed one hundred eighty (6180) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and days following the effective date of such registration statement, subject to certain limited extensions in accordance with applicable NASD rules and regulations) required by the underwriters, (iv) the Company will not be required to effect any such registration statement referred if the Company has effected a registration pursuant to in this Section 2(a), 3 within the twelve (12) month period immediately prior to such registration request and (v) if the Company shall receive furnish to such holders a written request from Holders of at least 25% certificate signed by the Chairman of the Registrable Securities then outstanding that Board of Directors of the Company stating that in good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation pursuant to Section 3(a) hereof to file a registration statement under with the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject Commission relating to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their as to which such request by means for a Demand Registration relates shall be deferred for a period not to exceed ninety (90) days from the date of an underwritingreceipt of the written request; provided, they shall so advise however, that the Company as a part of their request made pursuant to may not utilize this Section 2. The Holders shall right more than once in any twelve (together with the Company as provided in Section 312) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "month period.

Demand Registration. (a) If at any time on and after prior to the Closing Date, fifth anniversary of the date of this Agreement the Company shall receive from a Purchaser a written request from Holders of at least 25% of the Registrable Securities then outstanding (a "Demand Request") that the Company file a register on Form X-0, Xxxx X-0 or any successor form of registration statement under the Securities Act covering the registration Act, or, if available, on Form S-3 or any successor form of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which (or if such Holders request to be registeredform is not available, provided, that the filing of any registration statement which does not result in form then available to the effective registration of all Company) Registrable Securities, then the Company shall (a) promptly given written notice to the other Purchaser of the Registrable Securities for which a demand has been made Demand request and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition toprepare and file with the Commission as soon as practicable, and not but in limitation no event later than forty-five (45) days after receipt of the foregoingsuch Demand Request, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred (a "Demand Registration Statement") to therein so as to extend the effectiveness of effect such registration statement beyond the six-month period referred to in Section 2(a), then the registration. The Company shall use its best efforts to effect cause the Registrable Securities specified in such Demand Request, together with all of such portion of the Registrable Securities of the other Purchaser joining in such request as are specified in a written request within 10 days after receipt of such written notice from the Company, (collectively, the "Demand Registrable Securities") to become or be declared effective as soon as practicable practicable. The Company shall provide copies of all correspondence to, and from, the filing Commission within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such post-effective amendmentcorrespondence. Each such Demand Request shall: (ca) In addition to, and include an initial request to register Registrable Securities having an aggregate offering value of not in limitation less than the lesser of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% all of the Registrable Securities then outstanding that owned by the Company file a registration statement under the Securities Act covering the registration of Purchaser or $5 million (or Registrable Securities held having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the other Purchaser); (b) specify the number of Demand Registrable Securities intended to be offered and sold by them, then the Company shall, subject Purchaser pursuant thereto; (c) express the present intention of the Purchaser to offer or cause the limitations of this Section 2, use its best efforts to effect within 90 days offering of such request or as soon as practicable thereafter, the registration under the Securities Act of all Demand Registrable Securities which pursuant to such Holders request to be registeredDemand Registration Statement, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If describe the Holders intend to distribute the nature or method of distribution of such Demand Registrable Securities covered by their request pursuant to such Demand Registration Statement (including, in particular, whether the Purchaser plans to effect such distribution by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. underwritten offering); (e) The Company shall be obligated identify the proposed Demand Managing Underwriter, if any; and (f) contain the undertaking of the Purchaser to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) provide all such information and to effect as many registrations pursuant to Section 2(c) materials and take all such actions as may be requested by Holders required in accordance therewith. Section 3. "order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and Regulations of the Commission thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.

Demand Registration. (a) If Subject to the other provisions of this Section 2.1, Section 2.8 and Section 2.9, if, at any time on and or from time to time following the Eligibility Date (but in no event within three months after the Closing Dateeffective date of any registration of the Company’s securities, other than registrations on Form X-0, Xxxx X-0 or comparable or successor forms and other than registrations for the account of selling stockholders on Form S-3 or a comparable or successor form), the Company shall receive a written request (specifying that it is being made pursuant to this Section 2.1) from (i) Holders of at least 25% a majority of the Series A Registrable Securities then outstanding and Series B Registrable Securities, considered together, or (ii) Holders of Series C Registrable Securities that the Company file a registration statement under the Securities Act covering the registration for offer and sale of at least thirty percent (30%) of, in the case of clause (i) above, all Series A Registrable Securities held by themand Series B Registrable Securities, considered together, and at least thirty percent (30%) of, in the case of clause (ii) above, all Series C Registrable Securities, then the Company shall, subject within ten (10) business days notify in writing all other Holders of such request. Within twenty (20) calendar days after such notice has been sent by the Company, any other Holder of Series A Registrable Securities or Series B Registrable Securities, in the case of clause (i) above, and any other Holder of Series C Registrable Securities, in the case of clause (ii) above, may give written notice to the limitations Company of this Section 2its intent to include its Registrable Securities in the registration, use its best efforts which notice shall specify the number of Registrable Securities to effect within 90 days of such request or as be included. As soon as practicable thereafter, after the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness expiration of such registration for an uninterrupted period of six (6) months from the initial effective date thereof20-day period, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of cause all Registrable Securities which such that Holders request have requested be registered to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by registered under the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2Act. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2may, if they so desire, individually or collectively condition their request or participation on price or other market terms being available at the managing underwriter advises the Holders in writing that marketing factors require a limitation time of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "registration.

Demand Registration. (a) If at any time on and after Subject to the Closing Dateconditions of this Section 2(a), if the Company shall receive receives a written request from Holders of at least 25% one or more of the Registrable Securities then outstanding Investors (the "Initiating Investors") that the Company file a registration statement Registration Statement under the Securities Act covering registering the registration resale of the Registrable Securities held by themSecurities, then the Company shall, subject (i) give notice of such request to all Investors as soon as practicable, but in no event later than the limitations tenth (10th) day following the date of this Section 2such request, and (ii) prepare promptly and file with the SEC as soon as practicable, but in no event later than the thirtieth (30th) day following the date of such request, and thereafter use its best efforts to effect within 90 days of such request or cause to become effective as soon as practicable thereafterpracticable, a Registration Statement registering the registration resale of all Registrable Securities that the Initiating Investors request to be registered and all Registrable Securities owned by any other Investor that notifies the Company in writing, within fifteen (15) days after receipt of the Company's notice contemplated in clause (i) above, that it intends to participate in such demand registration, which notification shall include the number of Registrable Securities sought to be included by such Investor and the intended method or methods of distribution of such Registrable Securities. The Registration Statement filed hereunder, to the extent allowable under the Securities Act (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of all Registrable Securities which such Holders request to be registered, provided, that the filing additional shares of any registration statement which does not result in the effective registration of all Common Stock as may become issuable upon conversion of the Registrable Securities Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto, and each request for which a acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Investors participating in such demand has been made registration and their respective counsel prior to its filing or other submission. Notwithstanding the continuing effectiveness of such registration for an uninterrupted period of six (6) months from foregoing, the initial effective date thereof, Company shall not be deemed required to fulfill effect a demand registration pursuant to this Section 2(a): (1) prior to the Company's obligations under 180th day following the date hereof, or (2) after the Company has effected one registration pursuant to this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-has been declared or ordered effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the remained continuously effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) without interruption in accordance with the terms thereof. The Company shall be obligated to file provisions of Section 3 hereof for the duration of the Registration Period (as many post-effective amendments pursuant to defined in Section 2(b3(a) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "below).

Demand Registration. (a) If at any time on and after the Closing Datedate six months after the completion of the Initial Public Offering, the Company shall receive a written request from Holders a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least 25% thirty percent (30%) of the Registrable Securities then outstanding outstanding, that the Company file a effect the registration statement under the Securities Act covering (i) for the registration first Public Offering of the Company after the completion of the Initial Public Offering (the “Follow-On Offering”), at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities held by themthen outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), or (ii) after the completion of the Follow-On Offering, all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall, subject to shall as promptly as practicable following the limitations date of this Section 2, use its best efforts to effect within 90 days receipt by the Company of such request or give notice of such requested registration (each such request shall be referred to herein as soon a “Demand Registration”) at least fifteen (15) business days after receipt of such Demand Registration to the other Shareholders and thereupon shall use its commercially reasonable efforts to effect, as practicable thereafterexpeditiously as possible, and in any event within ninety (90) days after the date the Demand Registration is given by the Requesting Shareholder, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "of:

Demand Registration. (a) If at any time on and after REQUEST FOR REGISTRATION ON FORM OTHER THAN FORM S-3. In the Closing Date, event that the Company shall receive a written request from Holders holders of at least 25% a majority of the Registrable Securities then outstanding outstanding, at any time after the earlier of (i) five years from the date hereof or (ii) six months after the closing of the Company's first underwritten public offering of shares of Common Stock, a written request that the Company file effect any Registration with respect to all or a registration statement under the Securities Act covering the registration part of such holders' Registrable Securities held by themon Form S-1, then the Company shall, subject to the limitations of this Section 2as soon as practicable, use its best efforts to effect Registration of the Registrable Securities specified in such request, provided that the aggregate offering price to the public of such Registrable Securities equals or exceeds $1,000,000. Upon receipt of any such request, the Company shall notify all holders of Registrable Securities from whom such notice was not received (which notice shall be delivered by the Company within 90 fifteen days of the Company's receipt of such request or as soon as practicable thereafter, the registration under the Securities Act of all request) and shall include in a Registration Statement any Registrable Securities which requested for inclusion under such Holders request Registration Statement by such other holders. The Company shall not be obligated to effect more than two registrations pursuant to this subsection 2.2(a), provided that a Registration shall not be registered, provided, that counted for this purpose if (i) the filing of any registration statement which does not result in Company elects to sell stock pursuant to a Registration at the effective registration of same time as the Registration requested hereunder and less than all of the Registrable Securities for which a demand has been made and Registration was requested are included, (ii) the continuing effectiveness of such registration for an uninterrupted period of six Registration Statement does not become effective or (6iii) months from the initial effective date thereof, shall requesting holders are not be deemed able to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of sell at least 2575% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject requested to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "such Registration Statement.

Demand Registration. (a) If at any time on After the earlier of the first anniversary ------------------- of the Initial Public Offering Date and after May 15, 1997, upon receipt of the Closing Date, the Company shall receive a written request from of one or more Registration Rights Holders of at least 25% of (as defined in section 12.2) (the Registrable Securities then outstanding "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities 1933 Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness or part of such registration for an uninterrupted period Initiating Holders' Shares having a current per share market price of six not less than $50,000,000 (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a"Demand Request"), the Company shall receive a promptly give written request from Holders notice of at least 25% of the Registrable Securities then outstanding that the Company such Registration Request to all other Registration Rights Holders, if any, and thereafter shall use all reasonable efforts to file a registration statement under the Securities Act covering the registration of Registrable Securities held on a form to be selected by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts and to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities 1933 Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any the Shares designated in the Demand Request (a "Demand Registration") and all post-effective amendments thereto which may be other Shares the Company has been requested to register by any other Registration Rights Holders entitled to request registration pursuant to section 10.2 (the "Other Holders") by written request given to the Company within 15 calendar days after the giving of such written notice by the aforementioned HoldersCompany. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one three Demand Registrations; however, notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of any Registration Rights Holder), the registration pursuant fails to Section 2(a) become effective and provide for the distribution of all the Shares specified in the Demand Request, or the effectiveness is not maintained for at least 60 days in accordance with section 10.4(e) or the terms thereofCompany fails to perform all its obligations under this section 10.1 with respect to that registration, that Demand Registration shall not reduce the number of Demand Registrations the Company was required to effect under this section 10.1 prior to that Demand Registration. The Company's obligations under this section 10.1 shall terminate on the earlier of the tenth anniversary of this agreement and the first date on which the Fraction is less than one-tenth, and the Company shall not be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders more than one Demand Registration in accordance therewith. Section 3. "any period of 365 days.

Demand Registration. (a) If at any time on and following 180 days after the Closing Datecompletion of the Initial Public Offering, subject to the terms of any “lock-up” agreement entered into with one or more underwriters (unless waived by such underwriter(s)) and the Private Placement Lock-Up Agreement (unless waived in accordance with the terms thereof), the Company shall receive a written request (each such request shall be referred to herein as a “Demand Registration”) from Holders a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least 25% thirty five percent (35%) of the Registrable Securities then outstanding outstanding, that the Company effect the registration under the Securities Act (i) for the first Public Offering of the Company to be effected pursuant to this Section 2.01 after the completion of the Initial Public Offering (the “Follow-On Offering”), of at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), or (ii) after the completion of the Follow-On Offering, of all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such Demand Registration within ten (10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, provided that if the Demand Registration is given prior to 180 days after the Initial Public Offering, not before 180 days after the Initial Public Offering, file a registration statement under the Securities Act covering the registration of Registrable Securities held by themAct, then the Company shall, subject to the limitations of this Section 2, and (ii) use its best commercially reasonable efforts to effect within 90 days of such request or effect, as soon as practicable thereafterand in any event within one hundred twenty (120) days after the date the Demand Registration is given by the Requesting Shareholder, provided that if the Demand Registration is given prior to 180 days after the Initial Public Offering, the registration under aforesaid one hundred twenty (120) days shall be counted commencing 180 days after the Securities Act Initial Public Offering less the number of all Registrable Securities days up to 45 by which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all giving of the Registrable Securities for which a demand has been made and the continuing effectiveness of Demand Registration precedes such registration for an uninterrupted period of six (6) months from the initial effective date thereof180th day, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to statement, in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "each case covering:”

Demand Registration. Upon written request (athe "Demand Notice") If from either the Placement Agent or any record holder or holders of Securities (collectively, the "Holders") representing beneficial ownership of an aggregate of more than 50% of the Reserved Shares, the Company shall, at any time on and during the five year period commencing six months after the Closing DateCompany has completed an IPO or is otherwise subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act (the "Registration Rights Period"), prepare and file with the SEC by the later of (i) three weeks after receipt of the Demand Notice (five weeks if the Company shall receive a written request from Holders is not then eligible to use Form S-3 for the resale of at least 25% securities) or (ii) the first day of the Registrable Securities then outstanding that the Company file Registration Rights Period, a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then Reserved Shares which are the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect cause such registration statement to become effective as soon thereafter as practicable possible. In addition, upon the filing of any such post-effective amendment. (c) In addition to, and not in limitation receipt of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)Demand Notice, the Company shall receive a promptly give written request from Holders notice to all other record holders of at least 25% Securities that such registration is to be effected. The Company shall include in such registration statement such Reserved Shares for which it has received written requests to register by such other record holders within 15 days after the delivery of the Registrable Securities then outstanding that Company's written notice to such other record holders (all of such participating holders being referred to herein as the "Requesting Holders"). The obligation of the Company file a under this Section 4.1 shall be limited to one (1) registration statement and shall not apply to any Reserved Shares that at such time are eligible for immediate resale pursuant to Rule 144(k) under the Securities Act covering Act. The Company shall pay the expenses described in Section 4.3 for the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made statement filed pursuant to this Section 24.1, except for underwriting discounts and commissions and legal fees of the Requesting Holders, which shall be borne by the Requesting Holders. The Holders shall (together with In the event the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2fails to file the registration statement required hereunder within the time frame set forth above, if the managing underwriter advises the Holders in writing that marketing factors require a limitation exercise price of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting Warrants shall be so limited pro rata. (e) The Company reduced by 10% and shall be obligated to effect one further reduced by 10% for each subsequent month that the registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "statement has not been filed.

Demand Registration. (a) If at At any time on and after following the Closing first Business Day following the First Conversion Date, the Company shall receive a written any Investor or Investors may request from Holders of at least 25% in writing that all or part of the Registrable Securities then outstanding that the Company file a registration statement held by them shall be registered under the Securities Act covering (a “Demand Registration”), to the extent the Company is not then eligible to file a Resale Shelf Registration Statement. The Company shall effect the registration of all such or such part of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, practicable; provided that (i) the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed required to fulfill the Company's obligations effect any registration under this Section 2(a). 1.9 within a period of ninety (b90) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and days following the effective date of a previous registration for which the registration statement referred Investors had an opportunity to in participate, and (ii) this provision shall not apply if a Resale Shelf Registration Statement, as applicable, has been filed pursuant to Section 2(a), the 1.1 and is effective and available for use. The Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement not be required to effect (x) more than two (2) registrations in any twelve (12) month period under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be 1.9 requested by any Investor or Investors; or (y) any offering the aforementioned Holdersanticipated gross proceeds of which shall be less than $75,000,000. (d) If the Holders intend The Investor or Investors, as applicable, may elect 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 withdraw from any offering pursuant to this Section 2. The Holders shall (together 1.9 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the registration statement filed with the SEC with respect to such Demand Registration. If the Investor or Investors, as applicable, withdraw from a proposed offering relating to a Demand Registration then either the Investor or Investors, as applicable, shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 31.9) enter into an underwriting agreement or such withdrawn registration shall count as a Demand Registration provided for in customary form with a mutually acceptable underwriter or underwritersthis Section 1.9. Notwithstanding any other provision of this Section 21.9, if the managing underwriter advises the Holders Investor or Investors, as applicable, in writing that marketing factors require a limitation of on the dollar amount or the number of shares to be underwritten, then the number of shares amount of Registrable Securities of proposed to be registered shall be reduced appropriately; provided that in any event all Registrable Securities held by the Holders that may Investors and which are requested to be included must be included in such registration prior to any other shares of the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with Company, including shares held by persons other than the terms thereofInvestors. The Company shall be obligated to file as many post-effective amendments not register securities for sale for its own account in any registration requested pursuant to this Section 2(b) and 1.9 unless permitted to effect do so by the written consent of the Investor or Investors, as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "applicable.

Demand Registration. (a) If From and after the second anniversary of the date hereof, if, at any time on and after the Closing Datethere is no currently effective Shelf Registration Statement, upon written notice (a “Demand”) from a Majority Holder requesting that the Company shall receive a written request from Holders effect the registration under the 1933 Act of at least 25% any or all of the Registrable Securities then outstanding that held by the Company file Majority Holder, which notice shall specify the amount and intended method or methods of disposition of such Registrable Securities, including pursuant to a shelf registration statement under the Securities Act covering the registration of Registrable Securities held by themutilizing Rule 415 (a “Shelf Registration”), then the Company shall, within five days after receiving the Demand, give written notice (the “Request Notice”) of such registration request to all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be required, and thereupon will, subject to the limitations set forth in Section 3.02(c), as promptly as possible (and in any event no later than 30 days after the date of this Section 2the Demand), file and use its reasonable best efforts to cause to be declared effective under the 1933 Act, a Registration Statement to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities 1933 Act of all (i) such Registrable Securities which such Holders the Company has been so requested to register by the Majority Holder under the Demand and (ii) the Registrable Securities which the Company has been requested to register by written request to be registeredthe Company by the Holders within ten days after the giving of the Request Notice (which request shall specify the amount and intended method or methods of disposition of such Registrable Securities), provided, that all to the filing of any registration statement which does not result extent necessary to permit the disposition (in accordance with the effective registration of all intended method(s) thereof as aforesaid) of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein other securities so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at At any time commencing on and after the Closing Datesecond anniversary of the Closing, provided the Company is then eligible to file with the SEC a registration statement on Form S-3 (or any successor short form of registration statement) to permit the public offer and sale of the Registrable Securities by the Holder(s) thereof , the Company shall receive a written request from Holders Holder(s) of at least 25an aggregate of more then 50% of the Registrable Securities then outstanding that (the "Requesting Holders") shall have the right exercisable by written notice to the Company, to have the Company prepare and file with the SEC, on two occasions, a registration statement under the Securities Act covering the on Form S-3 (or any successor short form of registration of Registrable Securities held by themstatement) and such other documents, then the Company shallincluding a prospectus, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to may be registered, provided, that the filing of any registration statement which does not result necessary in the effective registration opinion of all counsel for the Company, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale of their respective Registrable Securities for which a demand has been made and up to the continuing effectiveness greater of such registration for an uninterrupted period of six nine (69) consecutive months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)or 16 months from the date of the audited financial statements contained or incorporated by reference therein by the Requesting Holders and any other Holder of Registrable Securities who notifies the Company within ten (10) days after receiving notice from the Company of such request. Notwithstanding anything else herein contained, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company will have no obligation to prepare and file a registration statement under the Securities 1933 Act covering pursuant to this Section 2(a) or Section 2(c) at a time when pursuant to the registration rules and regulations of Registrable Securities held by them, then the SEC audited financial statements of the Company shall, subject for any period other than the Company's fiscal year end must be included in such registration statement. The Company shall be entitled to postpone for up to ninety (90) days the limitations filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this Section 22(a) or Section 2(c) if at the time the Company receives a request for registration the Company's board of directors determines, use in its best efforts to effect within 90 days reasonable business judgment, that the filing of such request or as soon as practicable thereafter, registration statement and the registration under the Securities Act offering of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered pursuant thereto would materially interfere with any material financing, acquisition, corporate reorganization or other material transaction by their request by means the Company, and the Company promptly gives the Requesting Holders notice of an underwriting, they such determination and postponement. If the Company shall so advise postpone the filing of a registration statement, the Requesting Holders shall have the right to withdraw the request for registration by giving written notice to the Company as a part within fifteen (15) days after receipt of their the Company's notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration that may be made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ").

Demand Registration. (a) If at any time on and after three (3) months following the Closing Expiration Date, but not more than five (5) years from the Expiration Date, the Company shall receive a written request therefor (the "Demand Notice") from Holders holders (the "Requesting Holders") of Shares convertible into at least 25% thirty percent (30%) of the shares of Common Stock issuable or issued upon conversion of the Shares or the exercise of the Warrants ("Registrable Securities then outstanding that Securities"), the Company shall prepare and file with the SEC a registration statement under the Securities Act covering the registration of "Registrable Securities held by them, then Securities" which are the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any cause such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)become effective. In addition, upon the receipt of such request, the Company shall receive a promptly give written request from Holders notice to all other record holders of at least 25% Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such Registrable Securities for which it has received written requests to register by such other record holders within thirty (30) days after the delivery of the Registrable Securities then outstanding Company's written notice to such other record holders. In the event that at the time of the Demand Notice the Company file is in the process of preparing a registration statement under the Securities Act covering relating to an underwritten public offering, then no holder of securities of the Company, including Requesting Holders, may include securities in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the securities being underwritten. Shares to be excluded from an underwritten public offering shall be selected in a manner provided in Section 4.2 below. To the extent only a portion of the Registrable Securities held by thema Requesting Holder is included in the underwritten public offering, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the a registration under the Securities Act of all statement covering those Registrable Securities which such Holders request to are excluded from the underwritten public offering will be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by filed within 180 days of the aforementioned Holdersconsummation of the underwritten public offering. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means The obligation of an underwriting, they shall so advise the Company as a part of their request made under this Section 4.1 shall be limited to one registration statement. The Company shall pay the expenses described in Section 4.4 for the registration statement filed pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an 4.1, except for underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation discounts and commissions and legal fees of the number of shares to be underwrittenRequesting Holders, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting which shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with borne by the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Requesting Holders.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive After receipt of a written request from one or more Holders of at least 25% of the Registrable Securities then outstanding requesting that the Company file effect a registration statement (a “Demand Registration”) under the Securities Act covering all or part of the registration of New Registrable Securities held which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by themwritten notice sent to the Company within ten (10) Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s New Registrable Securities included in such registration thereof pursuant to this Section 3, then and such Holder shall specify in such notice the number of New Registrable Securities that such Holder elects to include in such registration. Thereupon, the Company shall, subject to as expeditiously as is possible, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the limitations of this Section 2, SEC and use its reasonable best efforts to effect within 90 days cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all shares of such request or as soon as practicable thereafter, the registration under the Securities Act of all New Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments has been so requested to register by such Holders (“Participating Demand Holders”) for sale, to the registration statement referred extent required to therein so as to extend permit the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. disposition (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms intended method or methods thereof. The Company shall , as aforesaid) of the New Registrable Securities so registered; provided, however, that the aggregate value of the New Registrable Securities requested to be obligated registered (i) be at least $10,000,000, based on the closing trading price of the Common Stock on the date the demand to file as many post-effective amendments pursuant to Section 2(bsuch Demand Registration Statement is made or (ii) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "at least 20% of the New Registrable Securities initially issuable upon exercise of the Warrants.

Demand Registration. (ai) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) and the terms of the Registrable Securities then outstanding that Plan or (ii) following the Company file a registration statement under effectiveness of the Securities Act covering Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)) and without limiting any remedies that may be available to pursue such violation in the Bankruptcy Court or otherwise, use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(aQualified Holder(s), the Company shall receive give a written request from Holders of at least 25% notice of the Registrable Securities then outstanding that the Company file receipt of such Demand Request (a registration statement under the Securities Act covering the registration “Demand Notice”) to all other Holders of Registrable Securities held by them(which notice shall state the material terms of such proposed Demand Registration, then to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 2(a)(iv) and Section 2(d) below, the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of shall include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are First Lien Notes with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at any time on and after the Closing Date, the The Company shall receive a written request from Holders use its reasonable best efforts to effect and facilitate the registration of all Registrable Securities, as promptly as practicable after October 1, 2019, on an appropriate form under the Securities Act (and on an Automatic Shelf Registration Statement, if then available to the Company, or if an Automatic Shelf Registration Statement is not then available to the Company, on Form S-3, or if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to the Company) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition requested by the Holders; provided, however, that if at least 25% the time of the proposed registration of the Registrable Securities then outstanding the Company (i) is a Well-Known Seasoned Issuer (as defined in Rule 405 of the Securities Act Act) and (ii) shall have an effective Automatic Shelf Registration Statement on file with the SEC (an “Effective WKSI Shelf”), the Company may satisfy its obligation under this Section 2.1(a) by filing a supplement to the prospectus included in the Effective WKSI Shelf provided, further however, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts shall not be obligated to effect within 90 days of such request or as soon as practicable thereafter, the any registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that except in accordance with the filing of any registration statement which does not result in following provisions: (i) the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated to fulfill file more than two (2) registration statements in total pursuant to this Section 2.1(a); (ii) with respect to the Company's registration pursuant to this Section 2.1(a) or any Underwritten Offering (other than a broker-facilitated transaction and subject to the provisions of Section 2.2(c)) pursuant to such registration statement filed pursuant hereto, the Company may include in such registration or offering any equity securities other than Registrable Securities. Subject to Section 2.1(b), the Company will cause the registration statement filed pursuant to this Section 2.1(a) (or the registration statement utilized to comply with its obligations under this Section 2(a2.1(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-to be continuously effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering from and after the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request date it is first declared or as soon as practicable thereafter, the registration under the Securities Act of becomes effective until all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company registration statement have been distributed in the manner set forth and as a part of their request made pursuant to this Section 2. The Holders shall (together with contemplated in the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter registration statement or underwriters. Notwithstanding there are no longer any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rataoutstanding. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "b)

Demand Registration. (a) If at At any time from time to time following the earlier of (i) the next date upon which the Corporation becomes eligible to file a registration statement on Form S-3, and after the Closing Date(ii) December 5, the Company shall receive 2002, Initiating Holders may make a written request for registration of their securities. After receipt of a written request (a "Demand Registration Request") from Holders of at least 25% any Initiating Holder stating that such Initiating Holder desires and intends to have the Corporation register (a "Demand Registration") all or a portion of the Registrable Securities then outstanding that held by them under such circumstances, the Company Corporation shall give notice (the "Registration Notice") to all of the Holders within thirty (30) days of the Corporation's receipt of such registration request, and the Corporation shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Holder within fifteen (15) days after such Registration Notice is effective (subject to the provisions of Section 2(c) and the final sentence of this Section 2(b)). After such fifteen (15)-day period, the Corporation shall file as promptly as practicable a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, and use its reasonable best efforts to effect within 90 days of cause such request or as soon as practicable thereafter, the registration statement to become effective under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the and remain effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not or such shorter period as may be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, required if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of all such Registrable Securities covered by such registration statement beyond are sold prior to the six-month period referred to in Section 2(a)expiration of such six (6)-month period; provided, then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallthat, subject to the limitations of this Section 2following sentence, use its best efforts the Corporation shall not be obligated to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Demand Registration pursuant to this Section 2. The 2(b) requested by the Initiating Holders shall after the Corporation has effected three (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of Demand Registrations requested by the Initiating Holders pursuant to this Section 22(b); provided, if further, that to the managing underwriter advises extent that any Registrable Securities that are initially requested to be included by the Holders in writing that marketing factors require Initiating Holder requesting the Demand Registration under this Section 2 are not so included as a limitation result of the number of shares to be underwritten, then the number of shares of Registrable Securities provisions of the Holders that may be included in final sentence of Section 2(c), the underwriting Corporation shall be so limited pro rata. (e) The Company shall continue to be obligated to effect one registration three (3) Demand Registrations for such Initiating Holder pursuant to this Section 2(a) 2(b). Upon the request of either the Initiating Holders or the Corporation, a Demand Registration shall be effected as a public offering underwritten by a nationally recognized underwriter selected in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "7 below.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive at any time after the Company is eligible to file a registration statement on Form S-3, a written request from Holders of at least 25% any of the Registrable Securities then outstanding Covered Holders that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities held by themthen outstanding (the “Demand Notice”), then the Company shall promptly give written notice of such request to all other Covered Holders in accordance with Section 11(b), if needed, and shall, subject to the limitations of this Section 22(b), use its reasonable best efforts to effect within 90 days of such request or as soon as practicable thereafterpracticable, but in no event earlier than twenty (20) days after the mailing of any written notice required hereby, the registration under the Securities Act of all Registrable Securities which such the Covered Holders request to be registered, providedunless the Company has, that within the filing of any registration statement which does not result in twelve (12) month period preceding the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness date of such registration request, already effected a Registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed Covered Holders pursuant to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation A request for registration hereunder may be made for a “shelf registration” pursuant to Rule 415 of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Securities Act. Subject to Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a2(b), then the Company shall use its best efforts to effect as soon as practicable keep each Registration Statement continuously effective in order to permit the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred Prospectus forming a part thereof to in Section 2(a), the Company shall receive a written request from be usable by Covered Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration for resales of Registrable Securities held by them, then for an Effectiveness Period ending on the Company shall, subject to earlier of (i) ninety (90) days from the limitations of this Section 2, use its best efforts to effect within 90 days Effective Time of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. Registration Statement (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included two years in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one case of a shelf registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(bRule 415 or any successor rule thereto on Form S-3) and to effect (ii) such time as many registrations pursuant to Section 2(c) as may be requested all of such securities have been disposed of by Holders in accordance therewith. Section 3. "the Covered Holders.

Demand Registration. (a) 2.1. Request for Registration on Form Other Than Form F-3. If a Qualified IPO has not occurred by December 31,2008, then, in the event that the Company receives from any Holder at any time on and after the Closing Date, the Company shall receive thereafter a written request from Holders of that the Company effect any Registration with respect to at least 25% thirty percent (30%) of the Registrable Securities then outstanding that on a form other than Form F-3 (or any comparable form for a Registration for an offering in a jurisdiction other than the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallUnited States) (such Holder referred to as “Initiating Holder”), subject to the limitations terms of this Section 2Agreement, the Company shall (i) within ten (10) days of receipt of such written request, give written notice of the proposed Registration to all other Holders and other shareholders of the Company with piggyback registration rights (including, for the avoidance of doubt, the Company Shareholders), and (ii) as soon as practicable, use its best efforts to effect within 90 days Registration of such request or as soon as practicable thereafterthose Registrable Securities (“Demand Registration”) which the Company has been so requested to Register, together with all other Registrable Securities and securities of the registration under Company other than the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand Company has been made and requested to Register by holders thereof by written request given to the continuing effectiveness of such registration for an uninterrupted period of six Company within ten (610) months days after written notice from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts . The Company shall not be obligated to take any action to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Registration pursuant to this Section 2. The Holders shall 2.1 (together with x) after the Company as provided in Section 3has effected two (2) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of Registrations pursuant to this Section 22.1; (y) after the Company has effected one Registration pursuant to this Section 2.1 during any nine (9)-month period other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities, the Holders requested to be included in such registration) pursuant to the provisions of Section 2.5(d) and 3.2(b); or (z) if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares Initiating Holder proposes to be underwritten, then the number dispose of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated immediately Registered on Form F-3 pursuant to effect one registration a request made pursuant to Section 2(a) in accordance with the terms thereof2.2. The Company substantive provisions of Section 2.5 shall be obligated applicable to file as many post-effective amendments pursuant to the Registration initiated under this Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2.1.

Demand Registration. (ai) If at any time the Company is then eligible to file with the SEC a registration statement on and after the Closing DateForm S-3, the Company shall receive a agrees to file within 30 days of the written request from Holders of at least 25% of the Registrable Securities then outstanding that Investor, and (ii) if the Company is not then eligible to file with the SEC a registration statement on Form S-3 the Company agrees to file within 60 days of the written request of Investor, one "shelf" registration statement on any appropriate form pursuant to Rule 415 under the Securities 1933 Act covering and/or any similar rule that may be adopted by the registration of Registrable Securities held by them, then the Company shall, subject SEC with respect to the limitations of this Section 2, Registerable Securities (the "Shelf Registration"). The Company agrees to use its best efforts to effect within 90 days of such request or have the Shelf Registration declared effective as soon as reasonably practicable thereafterafter such filing, and to keep the registration under Shelf Registration continuously effective (x) for a period of three (3) years in the Securities Act case of all Registrable Securities subprovision (i) above and (y) for a period of nine (9) months in the case of subprovision (ii) above, in either case with respect to the Conversion Shares (or, if for any reason the effectiveness of the Shelf Registration is suspended, such period shall be extended by the aggregate number of days of each such suspension), following the date on which such Holders request to be registeredthe Shelf Registration is declared effective; provided, providedhowever, that the filing of any registration statement which does not result in the effective registration of all effectiveness of the Registrable Shelf Registration may be terminated earlier with respect to any issue of securities if and to the extent that none of the securities of such issue registered therein are Restricted Securities for which a demand has been made or are outstanding. The Company further agrees if necessary, to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the 1933 Act or the rules and regulations thereunder, and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed Company agrees to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments furnish to the registration statement referred to therein so as to extend the effectiveness holders of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing Registerable Securities copies of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred supplement or amendment prior to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together being used and/or filed with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereofSEC. The Company agrees to pay all of its Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. The holders of the Registerable Securities to be registered shall be obligated to file as many post-effective amendments pay, pro rata, all underwriting discounts and commissions or placement fees of any investment banker or bankers and/or manager or managers used in connection with the sale of their Registerable Securities pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "the Registration Statement.

Demand Registration. (a) If 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time on and or from time to time after the earlier of (i) one (1) year after the Closing DateDate and (ii) completion of a Qualified IPO, Holders holding fifty percent (50%) or more of the then outstanding Registrable Securities may request in writing that the Company shall receive effect a written request from Holders Registration for an anticipated gross proceeds of at least 25% US$5,000,000 to the Company from the Registration in any jurisdiction in which the Company has had a registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such Registration on the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by Company) of all or part of the Registrable Securities then outstanding that the Company file a Securities, including without limitation any registration statement filed under the Securities Act covering providing Shareholders Agreement for the registration of Registrable Securities held of, and the sale on a continuous or delayed basis by themthe Holders of, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission on Form F-1 or Form S-1 (or any comparable form for which Registration in a demand has been made and jurisdiction other than the continuing effectiveness United States, if applicable). Upon receipt of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)request, the Company shall receive a (a) promptly give written request from notice of the proposed Registration to all other Holders of at least 25% of and (b) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities then outstanding that specified in the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themrequest, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Holders that may Company’s delivery of written notice, to be included Registered and/or qualified for sale and distribution in the underwriting shall be so limited pro ratasuch jurisdiction. (e) The Company shall be obligated to effect one registration no more than two (2) Registrations pursuant to this Section 2(a) in accordance with the terms thereof. The Company 2.1 that have been declared and ordered effective, and shall not be obligated to file as many post-effect a Registration within one year following the effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "date of the Company’s IPO.

Demand Registration. The Company, upon written demand (aa “Demand Notice”) If of the Holder(s) of at least 51% of the total Registrable Securities underlying all outstanding Purchase Options (“Majority Holders”) agrees to register (a “Demand Registration”), under the Securities Act on no more than two occasions, all or any time on and after portion of the Closing DateRegistrable Securities so long as such registration is with respect to at least thirty-three percent (33%) of the Registrable Securities (or a lesser percent if the anticipated aggregate offering price, net of selling expenses, would exceed $5 million). For the avoidance of doubt, in the event that more than one Purchase Option is issued as compensation to an underwriter of the Company shall receive in the Offering, a Demand Registration may be made only upon written request from demand of the Holders of at least 2551% of the total Registrable Securities underlying all outstanding Purchase Options. On such occasion, the Company will file a registration statement covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable efforts to have such registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement or in the Company’s good faith estimate it plans to file a registration statement within sixty (60) days following such demand with respect to which the Holder is entitled to piggy-back registration rights pursuant to Section 5.2 hereof and either: (i) the Holder was or will be given the opportunity to exercise its piggy-back registration rights with respect to all of the underlying Registrable Securities under Section 5.2 hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated; provided further that the Company may be permitted to defer taking action with respect to filing a registration statement for a period of not more than ninety (90) days after the date of the Demand Notice if the Company’s board of directors determines in its good faith judgment that it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of any portion of this Purchase Option issued in connection with the Offering and/or the Registrable Securities thereunder within ten (10) days from the date of the receipt of such Demand Notice. The Holders of this Purchase Option issued in connection with the Offering shall not, in the aggregate, effect more than two (2) Demand Registrations pursuant to this Section 5.1. A registration will not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations hereunder with respect thereto unless the Majority Holders withdraw their request for such registration and elect not to pay the registration expenses therefor that were incurred by the Company; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 5.1, including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities then outstanding that in an amount not to exceed $50,000, but the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject Holders shall pay any and all underwriting commissions or brokerage fees related to the limitations of Registrable Securities, if applicable. The fees and expenses attendant to an additional Demand Registration pursuant to this Section 2, 5.1 shall be borne by the Holder(s). The Company agrees to use its best commercially reasonable efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that cause the filing of required herein to become effective promptly. The Company shall use its commercially reasonable efforts to cause any registration statement which does not result in the filed pursuant to a Demand Registration to remain effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of at least six (6) consecutive months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b)or, if at any time on and after earlier, until the Closing Date and following the effective date of distribution contemplated in the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2has been completed. The Holders shall (together with only use the prospectuses provided by the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding to sell the shares covered by such registration statements, and will immediately cease to use any other provision of this Section 2, prospectus furnished by the Company if the managing underwriter Company advises the Holders in writing Holder that marketing factors require such prospectus may no longer be used due to a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "material misstatement or omission.

Demand Registration. In addition, on one occasion only, commencing ------------------- upon the later of one (a1) If at any time on and year after the Closing Datedate hereof and the date that is six months after an IPO, upon request by Buyer to register the Conversion Shares, the Company will promptly use its reasonable best efforts to register such shares under the Securities Act; provided that (i) such request must be made ------------- within five (5) years from the date hereof and (ii) the Company may delay the filing of any registration statement requested pursuant to this Section 6.02(b) to a date not more than ninety (90) days following the date of such request if in the opinion of the Company's principal investment banker at the time of such request such a delay is necessary in order not to adversely affect the Company's financing efforts then underway or if in the opinion of the Company such a delay is necessary or advisable to avoid disclosure of material nonpublic information. The costs and expenses directly related to any registration requested pursuant to this Section 6.02(b), including, but not limited to, legal fees of the Company's counsel, audit fees, printing expenses, filing fees of the Commission and the National Association of Securities Dealers, Inc. and fees and expenses relating to qualifications under state securities or blue sky laws incurred by the Company shall receive be borne entirely by the Company; provided, however, that the persons for whose account the securities -------- ------- covered by such registration are sold shall bear the expenses of brokers' commissions or underwriting discounts applicable to their shares and fees of their legal counsel. If Buyer is the only person whose shares are included in the registration pursuant to this Section 6.02(b), Buyer shall bear the expense of inclusion of any audited financial statements contained in the registration statement which are not dated as of the Company's fiscal year-end or are not otherwise prepared by the Company for its own business purposes. The Company shall keep effective and maintain any registration statement specified in this Section 6.02(b) for such period as may be necessary for Buyer to dispose of the Conversion Shares so registered, and from time to time shall amend or supplement, at Buyer's expense, the prospectus used in connection therewith to the extent necessary in order to comply with applicable law; provided that the ------------- Company shall not be obligated to maintain any registration statement for a period of more than nine (9) months. If, at the time any written request from Holders of at least 25% of the Registrable Securities then outstanding that for registration is received by the Company file pursuant to this Section 6.02(b), the Company had previously determined to proceed with the preparation and filing of a registration statement under the Securities Act covering in connection with the registration proposed offer and sale of Registrable Securities held by themCommon Stock, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such written request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration have been given pursuant to Section 2(a6.02(a) in accordance with rather than this Section 6.02(b), and the terms thereof. The Company rights of Buyer shall be obligated to file as many post-effective amendments pursuant to governed by Section 2(b6.02(a) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "hereof.

Demand Registration. (a) If at any time 4.1 Request for Registration on and after Form Other Than Form S-3. Subject to ---------------------------------------------------- the Closing Dateterms of this Agreement, in the event that the Company shall receive a written request from the Initiating Holders at any time after the earlier of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them(a) May 9, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made 2001 and the continuing effectiveness of such registration for an uninterrupted period of (b) six (6) months from after the initial effective date thereof, shall not be deemed to fulfill closing of the Company's obligations initial public offering of shares of Common Stock under this Section 2(a). (b) In addition toa Registration Statement, and not in limitation a written request that the Company effect any Registration with respect to all or a part of the foregoingRegistrable Securities on a Form other than Form S-3 for an offering with a reasonably anticipated aggregate offering price to the public exceeding $5,000,000, if the Company shall receive a (i) promptly give written request from any notice of the proposed Registration to all other Holders aforementioned in Section 2(aand shall (ii) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition topracticable, and not in limitation any event within sixty (60) days of the foregoing Sections 2(a) and 2(b)receipt of such request, if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% Registration of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of specified in such request, together with any Registrable Securities held by them, then of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Company. The Company shall, subject shall not be obligated to the limitations of this Section 2, use its best efforts take any action to effect within 90 days of any such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall 4.1 (together with i) for the Company as provided in Section 3one hundred eighty (180) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if day period immediately following the managing underwriter advises the Holders in writing that marketing factors require a limitation closing of the number of shares to be underwritten, then the number Company's initial public offering of shares of Registrable Securities Common Stock under a Registration Statement, (ii) after the Company has effected two such Registrations pursuant to this Section 4.1 and such Registrations have been declared effective, or (iii) if the Company, within thirty (30) days of the Holders receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a Registration Statement relating to a Rule 145 transaction or an offering solely to employees), provided that may be included the Company is actively employing in the underwriting good faith all best efforts to cause such Registration Statement to become effective. The substantive provisions of Section 4.5 shall be so limited pro rata. (e) The Company shall be obligated applicable to effect one registration pursuant to each Registration initiated under this Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "4.1.

Demand Registration. (a) If at At any time on and after during the Closing DateWarrant Exercise Term, the Company shall receive a written request from Holders of at least 25% any "Majority Holder" (as such term is defined in Section 7.4.(c) below) of the Registrable Securities then outstanding that shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file a registration statement under with the Securities Act covering and Exchange Commission (the registration "Commission"), on one occasion, at the sole expense of Registrable Securities held by them, then the Company shall(except as provided in Section 7.5.(b) hereof), subject to the limitations of this Section 2a Registration Statement and such other documents, use its best efforts to effect within 90 days of such request or including a prospectus, as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to may be registered, provided, that the filing of any registration statement which does not result necessary (in the effective registration opinion of all both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities for which a demand has been made and by the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date holders thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts to effect cause the Registration Statement to become effective under the Act, so as soon as practicable the filing of any such post-effective amendment. (c) In addition to, to permit a public offering and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% sale of the Registrable Securities then outstanding that by the holders thereof. Once effective, the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, will use its best efforts to effect within 90 days maintain the effectiveness of such request the Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that all of the Registrable Securities may be freely traded (without limitation or restriction as soon as practicable thereafter, the to quantity or timing and without registration under the Securities Act) under Rule 144(k) promulgated under the Act or otherwise. Notwithstanding the foregoing, if (i) in the good faith judgment of all Registrable Securities which the Board of Directors of the Company, such registration would be materially detrimental to the Company, and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and (ii) the Company shall furnish to such Holders request a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such Registration Statement to be registeredfiled in the near future and that it is, and therefore, essential to file as soon as practicable any and all post-effective amendments thereto which may be requested by defer the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means filing of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwrittensuch Registration Statement, then the number Company shall have the right to defer such filing for a period of shares of Registrable Securities not more than one hundred twenty (120) days after receipt of the Holders Demand Registration Request, and provided further, that may be included the Company shall not defer its obligation in this manner more than two (2) times in any rolling twelve (12) month period and should the underwriting Company delay the filing of a Registration Statement upon receipt of a Demand Registration Request, the exercise period of the Warrants shall be so limited pro rata. (e) The Company shall be obligated extended, for each such delay, for a period of time equal in length to effect one registration pursuant to Section 2(a) the delay in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "registration.

Demand Registration. (a) If at At any time on commencing one (1) year and expiring five (5) years after the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred Company's Registration Statement relating to in Section 2(athe Public Offering (the "Effective Date"), the Company shall receive a written request from Holders of the Warrants and the Warrant Units representing at least 25% a Majority (as hereinafter defined) of such securities shall have the Registrable Securities then outstanding that right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement under the Securities Act covering the registration of Registrable Securities held by themon Form X-0, then the Company shallXX-0 (or other appropriate form, subject to the limitations of this Section 2including, use its best efforts to effect within 90 days of such request or as soon as practicable thereafterwithout limitation, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all a post-effective amendments thereto which amendment to the Company's Registration Statement) and such other documents, including a prospectus, as may be requested necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale, for a period of nine (9) months, of the Warrant Units and the shares of Common Stock, Class A Warrants and Class B Warrants underlying the Warrant Units by such Holders and any other Holders of the Warrants and/or Warrant Units who notify the Company within fifteen (15) business days after receipt of the notice described in the succeeding sentence; provided, that following the separation date of the Units the Underwriters may only request that such registration relate to the shares of Common Stock, Class A Warrants and Class B Warrants underlying the Warrant Units. The Company covenants and agrees to give written notice of any registration request under this Section 7(b) by any Holder(s) to all other registered Holders of the Warrants and the Warrant Units within ten (10) days from the date of the receipt of any such registration request. For purposes of this Agreement, the term "Majority" in reference to the Holders of the Warrants or Warrant Units, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Units that (i) are not held by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of Company, an underwritingaffiliate, they shall so advise the Company as a part officer, director, employee or agent thereof or any of their request made respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the public pursuant to this Section 2a registration statement filed with the Commission under the 1933 Act. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number Warrants may demand registration without exercising the Warrants, and shall never be required to exercise same. For the purposes of shares to subsection (i) above, the Underwriters and their officers, directors, employees and agents shall not be underwrittendeemed an affiliate, then the number of shares of Registrable Securities officer, director, employee or agent of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Company.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive at any time after the six month anniversary of the date hereof, a written request from the Holders of at least 25% a majority in interest of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering of 1933, as amended, (the registration of Registrable “Securities held by themAct”), then the Company shall, subject to within fifteen (15) days after the limitations receipt of this Section 2such written request, use its best efforts to effect within 90 days give written notice of such request or as soon as practicable thereafter(the “Demand Notice”) to all Holders, and file the registration Registration Statement under the Securities Act of all Registrable Securities which such Holders request by the Filing Date. The Registration Statement required hereunder shall be on Form SB-2 (except if the Company is not then eligible to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of register for resale the Registrable Securities for on Form SB-2, in which a demand has been made and case the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Registration Statement shall not be deemed to fulfill the Company's obligations under this Section 2(aon another appropriate form). The Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Annex A (b) In addition to, and not in limitation of the foregoingwhich may be modified to respond to comments, if any, received by the Commission). The Company shall receive a written request from (i) not permit any of securities other than the Holders aforementioned Registrable Securities to be included in Section 2(athe Registration Statement and (ii) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable cause the filing of any such post-Registration Statement to be declared effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering as promptly as possible after the registration of Registrable Securities held by themfiling thereof, then the Company shall, subject and to the limitations of this Section 2, use its best efforts to effect within 90 days of keep such request or as soon as practicable thereafter, the registration Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by means of an underwriting, they shall so advise the counsel to the Company as a part of their request made pursuant to this Section 2. The Holders shall a written opinion letter, addressed to the Company's transfer agent to such effect (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "“Effectiveness Period”).

Demand Registration. (a) If at any time on and after the Closing DateAugust 12, the Company shall receive a written request from Holders 1999, holders of at least 2520% of the issued and outstanding Registrable Securities Shares who are entitled to registration rights under this Section 6.02 shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale Registrable Shares held by such holders which shares constitute at least twenty percent (20%) of the then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themShares, then the Company shallwill so notify all holders of Registrable Shares. Upon written request of any holder given within twenty (20) days after the receipt by such holder from the Company of such notification, subject to the limitations of this Section 2, Company will use its best efforts to effect within 90 days cause such of such request the Registrable Shares as may be requested by any holder thereof (including the holder or as soon as practicable thereafter, holders giving the registration initial notice of intent to offer) to be registered under the Securities Act of all Registrable Securities which such Holders request to be registeredas expeditiously as possible; provided, providedhowever, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation request acceleration of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond prior to November 13, 1999. If the six-month period referred method of distribution of the Registrable Shares by the holders thereof shall be an underwritten public offering, the majority of the holders of the Registrable Shares to in Section 2(a)be so registered may designate the managing underwriter of such offering subject to the approval of the Company, then the which approval shall not be unreasonably withheld. The Company shall use its best efforts not be required to effect as soon as practicable file a registration statement with the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if Commission pursuant to this Section 6.02 at any time while another registration statement (other than on Form S-3 or S-8) of the Company has been filed with the Commission and is not yet effective or within 90 days after the Closing Date and following the effective date of the another registration statement referred (other than on Form S-3 or S-8) filed by the Company with the Commission. The Company shall not be required to in effect more than one registration during any 180 day period pursuant to this Section 2(a)6.02. In connection with any request by any holder of Registrable Securities for registration thereof pursuant to this Section, the Company shall receive a written request from Holders have the right to defer the filing of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under with the Securities Act covering the registration of Registrable Securities held by them, then Commission for up to 30 days after such filing would otherwise be required hereunder if the Company shall, subject shall furnish to the limitations holders requesting such registration a certificate approved by the Board of this Section 2Directors stating that, use its best efforts in the good faith judgment of the Company, it would be detrimental to effect within 90 days the interests of the Company for such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request statement to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "filed at such time.

Demand Registration. (a) If the Company shall receive, at any time on and after the Closing Dateearlier of (x) January 27, 2003 and (y) that date that is 180 days following the effective date of the first registration statement on Form S-1 filed by the Company shall receive with the SEC registering the initial public offering of the Company's Common Stock (the "IPO"), a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering from the registration Holders of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all less than thirty-three and one-third percent (33-1/3%) of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereofInvestors' Stock Then Outstanding, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing file, within ninety (90) days of any receipt of such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, and subject to the limitations of this Section 22(b), use its best efforts a registration statement and to effect have the registration statement declared effective by the SEC as soon as reasonably practicable after filing. Notwithstanding the foregoing, the Company shall, within 90 fifteen (15) days of the receipt of such written request, give written notice of such request to the other Holders, which Holders may elect to have their Registrable Securities included in the offering. The Company shall not, pursuant to this Section 2(a), (i) be obligated to effect more than two (2) registrations for the Investors or (ii) prepare such registration statement unless the anticipated aggregate net cash proceeds resulting from such registration to the Initiating Holders (as soon defined below) are expected to exceed $1,000,000; provided, however, that a registration shall not be counted as practicable thereafter, a registration under this Section 2 (x) until such time as the registration under statement has been declared effective by the Securities Act of all Registrable Securities which such Holders request to be registeredSEC, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (dy) If the Holders intend to distribute such registration statement shall include at least thirty percent (30%) of the Registrable Securities covered by other than Founder's Stock for which such registration has been requested, unless the Initiating Holders withdraw their request by means of an underwritingfor such registration and elect not to pay the Registration Expenses therefor; provided further that if the Initiating Holders withdraw their request for registration during a deferral period under Section 2(c) hereof, they shall so advise the Company as a part shall pay the Registration Expenses therefor, and such expenses shall not be debited against Registration Expense allotments for ensuing registrations hereunder, and such withdrawal request shall not be counted towards the number of their request demand registration permitted hereunder. The Initiating Holders shall select the underwriter, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed, for an offering made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at any time on and after In the Closing Dateevent the Holders have not sold all of their Registrable Securities within one year from the date hereof, if the Company shall receive a written request from Holder or Holders of an aggregate of at least 2550% of the Registrable Securities then outstanding that propose to dispose of at least 20% of the Company file a registration statement under the Securities Act covering the registration of then Registrable Securities held by them, then (such Holder or Holders being herein called the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a"Initiating Holders"), the Company shall receive a written request from Initiating Holders of at least 25% of may request, on one occasion, the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themCompany, then the Company shallin writing, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafterregistration, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then stating the number of shares of Registrable Securities to be disposed of by such Initiating Holders (which shall be not less than 20% of the then Registrable Securities) and the intended method of disposition. Upon receipt of such request, the Company will give prompt written notice thereof to all other Holders that may be included in whereupon such other Holders shall give written notice to the underwriting shall be so limited pro rata. Company within twenty (e20) The Company shall be obligated days after the date of the Company's notice (the "Notice Period") if they propose to effect one registration dispose of any shares of the Registrable Securities pursuant to Section 2(a) in accordance with such registration, stating the terms thereofnumber of shares of the Registrable Securities to be disposed of by such Holder or Holders and intended method of disposition. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) effect promptly after the Notice Period the registration under the 1933 Act of all shares of the Registrable Securities specified in the requests of the Initiating Holders and to effect as many registrations pursuant to Section 2(c) as the requests of the other Holders; provided, however, that such period may be requested delayed by Holders the Company for up to ninety (90) days in accordance therewith. Section 3. "total if, (A) upon the advice of counsel, at the time the Company is required to exercise its best efforts to cause such registration statement to become effective, such delay is advisable and in the best interests of the Company because of the existence of non-public material information, or (B) to allow the Company to complete any pending audit of its financial statements.

Demand Registration. At any time during the period beginning one (1) year following the closing of the IPO, (a) If at the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on any time securities exchange on which the Company's shares are otherwise traded, and (b) after the Closing DateCompany has completed at least one (1) registration at the request of the Holders, the Founders holding a majority of the Founders' Shares may request in writing that all or part of the Founders Shares shall be registered for trading on any securities exchange on which the Company's shares are otherwise traded. Any request under this Section must request the registration of shares in a minimum amount of five million United States dollars ($5,000,000) (or, if on Form X-0, xxx xxxxxxx Xxxxxx Xxxxxx dollars ($1,000,000)). Within twenty (20) days after receipt of any such request, the Company shall receive a give written notice of such request from to the other Holders of at least 25% (and following the first such registration, the Founders) and shall include in such registration all Registrable Shares (and following the first such registration, the Founders Shares) held by all such Holders (or following the first such registration, the Founders) who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall effect the registration of all Registrable Securities then outstanding Shares (and, in the case of a request submitted by the Founders, Founders Shares) as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, -------- shall not be deemed required to fulfill the Company's obligations effect any registration under this Section 2(a). 3.3 within a period of twelve (b12) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and months following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwritersprevious registration. Notwithstanding any other provision of this Section 23, if the managing underwriter advises the Holders (and following the first such registration, the Founders) in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders and Founders (pro rata to the total number of shares of Registrable Securities Shares held by each of the Holders of such group), then shares which the Company may wish to register for its own account, then shares held by the Founders (pro rata to the total number of Registrable Shares held by each of the Holders of such group) and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective total number of Registrable Shares held by each of the Holders), provided, however, -------- that may in any event all Registrable Shares must be included in such registration prior to any other shares of the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereofCompany. The Company shall be obligated to file as many post-effective amendments not register securities for sale for its own account in any registration requested pursuant to this Section 2(b3.3 unless permitted to do so by the written consent of Holders (or, in the case of a registration requested by Founders, Founders) and who hold at least 66% of the Registrable Shares (or, in the case of a registration requested by Founders, Founders Shares) as to which registration has been requested. The Company shall not be required to effect as many more than four (4) registrations pursuant to at the request of the Initiating Holders under this Section 2(c3.3 and two (2) as may be requested by Holders in accordance therewith. registrations at the request of the Founders under this Section 3. "3.3.

Demand Registration. (ai) If at any time on and after After the Closing Dateearlier of (x) December 29, 1998 or (y) the completion by the Company shall receive a of an Initial Public Offering, except as provided in Section 2(b)(ii) below, upon Xxxxxx' written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering effect pursuant to this Agreement the registration of Registrable Securities held under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the Proposed Amounts thereof and the intended method of disposition by themXxxxxx), then the Company shallwill, subject to the limitations of this Section 2as expeditiously as reasonably possible, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all the Proposed Amount of Registrable Securities which Securities, for disposition in accordance with the intended method of disposition stated in such Holders request to be registeredrequest; PROVIDED, providedHOWEVER, that (A) if in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond at such time, and (B) the six-month period referred Company shall furnish to in Section 2(a)Xxxxxx a certificate signed by an executive officer of the Company that the Board of Directors of the Company has made such a determination and that it is, therefore, necessary to defer the filing of such registration statement, then the Company shall use its best efforts have the right to effect as soon as practicable defer such filing for the filing of any period during which such post-effective amendment. (c) In addition toregistration would be detrimental, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding provided that the Company file may not defer the filing for a registration statement under period of more than 180 days after receipt of Xxxxxx' request in the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means case of an underwriting, they shall so advise the Company as a part underwritten public offering or for more than 120 days if such method of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into disposition is not an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereofunderwritten public offering. The Company shall be obligated entitled to file as many post-effective amendments include in any registration statement filed pursuant to this Section 2(b): (x) securities of the Company held by any other securities holder of the Company, and (y) in an underwritten public offering, securities of the Company to be sold by the Company for its own account, except as and to effect as many registrations the extent that (1) in the written opinion of the managing underwriter, which shall be an underwriter of nationally recognized standing (if such method of disposition shall be an underwritten public offering), such inclusion would materially adversely affect the marketing of the Registrable Securities to be sold by Xxxxxx or (2) in the written opinion of an investment banker of nationally recognized standing jointly selected by Xxxxxx and the Company (if such method of disposition is not an underwritten public offering), such inclusion would materially adversely affect the price at which the Registrable Securities may be sold pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "the plan of distribution.

Demand Registration. (a) If at At any time on and after during the Closing DateWarrant Exercise Term, the Company shall receive a written request from Holders of at least 25% any "Majority Holder" (as such term is defined in Section 7.4.(c) below) of the Registrable Securities then outstanding that shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file a registration statement under with the Securities Act covering and Exchange Commission (the registration "Commission"), on one occasion, at the sole expense of Registrable Securities held by them, then the Company shall(except as provided in Section 7.5.(b) hereof), subject to the limitations of this Section 2a Registration Statement and such other documents, use its best efforts to effect within 90 days of such request or including a prospectus, as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to may be registered, provided, that the filing of any registration statement which does not result necessary (in the effective registration opinion of all both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities for which a demand has been made and by the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date holders thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts to effect cause the Registration Statement to become effective under the Act, so as soon as practicable the filing of any such post-effective amendment. (c) In addition to, to permit a public offering and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% sale of the Registrable Securities then outstanding that by the holders thereof. Once effective, the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, will use its best efforts to effect within 90 days maintain the effectiveness of such request the Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that all of the Registrable Securities may be freely traded (without limitation or restriction as soon as practicable thereafter, the to quantity or timing and without registration under the Securities Act) under Rule 144(k) promulgated under the Act or otherwise. Notwithstanding the foregoing, if (i) in the good faith judgment of all Registrable Securities which the Board of Directors of the Company, such registration would be materially detrimental to the Company, and the Board of Directors concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and (ii) the Company shall furnish to such Holders request a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such Registration Statement to be registeredfiled in the near future and that it is, and therefore, essential to file as soon as practicable any and all post-effective amendments thereto which may be requested by defer the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means filing of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwrittensuch Registration Statement, then the number Company shall have the right to defer such filing for a period of shares of Registrable Securities not more than ninety (90) days after receipt of the Holders Demand Registration Request, and provided further, that may be included the Company shall not defer its obligation in this manner more than two (2) times or for more than an aggregate of one hundred and twenty (120) days in any rolling twelve (12) month period and should the underwriting Company delay the filing of the Registration Statement upon receipt of a Demand Registration Request, the exercise period of the Warrants shall be so limited pro rata. (e) The Company shall be obligated extended, for each delay, for a period of time equal in length to effect one registration pursuant to Section 2(a) the delay in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "registration.

Demand Registration. (a) If at At any time on and from time to time ------------------- commencing one year after the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file has had a registration statement become effective and has become a reporting company under the Securities Exchange Act covering of 1934, as amended (the registration "Exchange Act"), any one or more of Registrable Securities held by them, then the Company shallHolders, subject to the limitations of this Section 2set forth below, use its best efforts may request the Company to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of some or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under their Option Shares in accordance with this Section 2(a(a "Registration Demand"). (b) In addition to; provided that, and not in limitation of -------- notwithstanding the foregoing, if Director may request the Company shall receive to effect a written request from registration in accordance with this Section at any of the Holders aforementioned in Section 2(a) that time commencing six months after the Company file one or more post-effective amendments to the has had a registration statement referred to therein so as to extend become effective and has become a reporting company under the effectiveness Exchange Act. The Registration Demand shall specify whether the Holder(s) desires an underwritten offering or a shelf registration. The Company will promptly, but in any event within 20 days, give written notice of such requested registration statement beyond and the six-month period referred intended method of distribution thereof to in Section 2(a), then all Holders and thereupon the Company shall will use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of (i) the Option Shares which the Company has been requested to register and (ii) all Registrable Securities other Option Shares which the Company has been requested to register by Holders thereof by written request given to the Company within 30 days after the giving of such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested written notice by the aforementioned HoldersCompany. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingThereafter, they shall so advise the Company as will use its best efforts to keep the registration statement current and effective for a part period (the "Registration Demand Period") of their request made pursuant not less than six (6) months with respect to this Section 2. The Holders shall a Registration Demand in connection with an underwritten public offering and nine (together 9) months with respect to a Registration Demand in connection with a shelf registration; provided, however, that the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to shall not be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be -------- ------- obligated to effect one any registration pursuant to under the Securities Act under this Section 2(a) 2 except in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "following provisions:

Demand Registration. (a) If Subject to the conditions set forth in this ------------------- Agreement, at any time on and after the Closing Resale Shelf Registration Expiration Date, and while any Registrable Shares are outstanding, the Company shall receive a shall, at the written request from Holders of at least 25% any Holder who is not eligible to sell its Registrable Shares pursuant to Rule 144(k) (or any successor provision), cause to be filed as soon as practicable after the date of such request by such Holder (but, in any event, within thirty (30) days after such request) a Registration Statement (the Registrable Securities then outstanding that the Company file a registration statement "Demand Registration Statement") under Rule 415 under the Securities Act covering relating to the registration sale by the Holder of all of the Registrable Securities Shares held by themsuch Holder in accordance with the terms hereof, then the Company shall, subject to the limitations of this Section 2, and shall use its best all commercially reasonable efforts to effect within 90 days of cause such request or Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company may, in its sole discretion, elect to file the registration under Demand Registration Statement before receipt of notice from any Holder. The Company agrees to use all commercially reasonable efforts to keep the Securities Act Registration Statement continuously effective, after its date of all Registrable Securities effectiveness, until the date on which such Holders request to be registered, provided, that Holder no longer holds any Registrable Shares (the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, "Demand Registration Expiration Date"). The Company shall not be deemed to fulfill have used all commercially reasonable efforts to keep the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation Demand Registration Statement effective during the period from the date of the foregoing, declaration of its effectiveness through the Demand Registration Expiration Date if the Company shall receive a written request from takes any action, or fails to take any action, that would result in the Demand Registration Statement not being available to the Holders with respect to their offer and sale of any of the Holders aforementioned their Registrable Shares during such period unless (i) such an action is required by applicable law (provided that, in Section 2(a) that no event shall the Company file one be relieved of its obligations under Section 3(e) below) or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of (ii) such registration statement beyond the six-month period referred to action is made in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together compliance with the Company as provided in provisions of Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "8.

Demand Registration. (a) If at any time on and after one hundred eighty (180) days after the Closing Datefiling of the offering statement with the SEC pursuant to Regulation A referenced in Section 4.h above, if the attorneys for Buyers holding a majority of the outstanding principal amount of the Notes (the “Majority Buyers”) shall reasonably determine that Rule 144, as amended, is not available with respect to issuance of shares to be issued upon conversion of the Notes without any restrictive legend, the Majority Buyers may, at their option, demand in writing that the Company file with the Securities and Exchange Commission a Registration Statement (on Form S-3 if available to the Company) which shall include in such Registration Statement all Registrable Securities (“Demand Registration”). Whenever the Majority Buyers shall have requested Demand Registration, the Company shall receive a written request from Holders use its commercial best efforts to effect the registration and the sale of at least 25% of the all Registrable Securities then outstanding that in accordance with the intended method of disposition thereof, and, pursuant thereto, the Company shall, as soon as practicable, and, in any event, (i) within sixty (60) days after the date such request is given by the Majority Buyers, file with the Securities and Exchange Commission a registration statement under the Securities Act covering with respect to such Registrable Securities; (ii) use its commercial best efforts to cause such registration statement to become effective and remain effective until the registration Notes have been fully converted; and (iii) use its commercial best efforts to provide assistance to Buyer in connection with the issuance of Registrable Securities held by themregistered shares in conversion of the Note and removal of any restrictive legend, then the Company shallin each case, on and subject to the limitations conditions of this Section 2, use its best efforts to effect within 90 days of such 5. The Majority Buyers may only request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of a Demand Registration once in any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, twelve-month period. The Company shall not be deemed obligated to fulfill effect, or to take any action to effect, any registration pursuant to Section 5(b), (i) during the period that is sixty (60) days before the Company's obligations under this Section 2(a). (b) In addition to’s good faith estimate of the date of filing of, and not in limitation of ending on a date that is one hundred eighty (180) days after the foregoingeffective date of, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) Company-initiated registration, provided that the Company file one or more post-effective amendments is actively employing in good faith commercially reasonable efforts to the registration statement referred to therein so as to extend the effectiveness of cause such registration statement beyond to become effective and the six-month period referred to in company provided the Buyers with the Piggyback Registration rights as provided is Section 2(a)5(a) hereof, then or (ii) after the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made has effected two registrations pursuant to this Section 25(b). The Holders A registration shall (together with the Company not be counted as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision “effected” for purposes of this Section 25(b) until such time as the applicable registration statement has been declared effective by the SEC, if unless the managing underwriter advises Buyers withdraw their request for such registration, elect not to pay the Holders in writing that marketing factors require a limitation of the number of shares registration expenses therefor, and forfeit their right to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one demand registration statement pursuant to Section 2(a5(b) in accordance with the terms thereof. The Company which case such withdrawn registration statement shall be obligated to file counted as many post-effective amendments pursuant to “effected” for purposes of this Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "5(b).

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive at any time after February 7, 2006, a written request from Holders of at least 25% any of the Registrable Securities then outstanding Covered Holders that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities held by themthen outstanding (the “Demand Notice”), then the Company shall promptly give written notice of such request to all other Covered Holders in accordance with Section 11(b), if needed, and shall, subject to the limitations of this Section 22(b), use its reasonable best efforts to effect within 90 days of such request or as soon as practicable thereafterpracticable, but in no event earlier than twenty (20) days after the mailing of any written notice required hereby, the registration under the Securities Act of all Registrable Securities which such the Covered Holders request to be registered, providedunless the Company has, that within the filing of any registration statement which does not result in twelve (12) month period preceding the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness date of such registration request, already effected a Registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed Covered Holders pursuant to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation A request for registration hereunder may be made for a “shelf registration” pursuant to Rule 415 of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Securities Act. Subject to Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a2(b), then the Company shall use its best efforts to effect as soon as practicable keep each Registration Statement continuously effective in order to permit the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred Prospectus forming a part thereof to in Section 2(a), the Company shall receive a written request from be usable by Covered Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration for resales of Registrable Securities held by them, then for an Effectiveness Period ending on the Company shall, subject to earlier of (i) ninety (90) days from the limitations of this Section 2, use its best efforts to effect within 90 days Effective Time of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. Registration Statement (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included two years in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one case of a shelf registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(bRule 415 or any successor rule thereto on Form S-3) and to effect (ii) such time as many registrations pursuant to Section 2(c) as may be requested all of such securities have been disposed of by Holders in accordance therewith. Section 3. "the Covered Holders.

Demand Registration. (a) If at any time on and after the Closing Date, the The Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company use its commercially reasonable efforts to file a registration statement under (the Securities Act “Registration Statement”) with the SEC covering the registration resale of Registrable Securities held by them, then the Company shall, subject Shares and the Warrant Shares (to the limitations of this Section 2extent not otherwise then freely-tradeable, the “Registrable Securities”) on or around, but no later than, four (4) months after the final Closing Date, and use its best commercially reasonable efforts to effect within 90 days of such request or have the Registration Statement declared effective by the SEC as soon as practicable thereafterafter the initial filing, but in any event not later than six (6) months after the final Closing Date. In addition, the registration under Company agrees to use its commercially reasonable efforts to respond to any SEC comments or questions regarding the Securities Act Registration Statement on or prior to the date which is 20 business days from the date such comments or questions are received, but in any event not later than 30 business days from the date such comments or questions are received. The Company will maintain the effectiveness of all Registrable Securities the Registration Statement from the date of the effectiveness of the Registration Statement until the earlier of (i) 12 months after the date such Registration Statement is declared effective by the SEC, or (ii) the date on which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has included in such Registration Statement have been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereofsold; provided, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition tohowever, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b)that, if at any time on and or from time to time after the Closing Date and following the effective date of effectiveness of the registration statement referred to in Section 2(a)Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event (as defined below), no Investor shall receive a written request from Holders of at least 25% offer or sell any of the Registrable Securities then outstanding that Securities, or engage in any other transaction involving or relating to the Securities, from the time of the giving of notice with respect to a Potential Material Event until the Company file notifies the Investors that such Potential Material Event either has been disclosed to the public or no longer constitutes a registration statement under the Securities Act covering the registration of Registrable Securities held by themPotential Material Event; provided, then further that, the Company shall, subject to may not suspend the limitations rights of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Investors pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 35.1(a) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included for more than 60 days in the underwriting shall be so limited pro rataaggregate. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "“

Demand Registration. (a) If at At any time on following the expiration of the Relevant Restricted Period, if the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 3.1 hereof, subject to the restrictions set forth in Section 2.2, the Investor shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and after in accordance with the Closing Dateprovisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Investor and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall receive not be required to effect a written request from Holders Demand Registration pursuant to this Section 3.2(a) after the Company has effected two (2) Demand Registrations pursuant to this Section 3.2(a); and provided, further, that the Investor shall not be entitled to deliver to the Company more than one (1) Demand Registration in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Investor includes at least 25% of the shares of Company Common Stock into which the originally issued shares of the Preferred Stock (which, for the avoidance of doubt, shall include all of the shares of Preferred Stock that were issued to the Investor and LNK under the Purchase Agreements) may be converted or is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). For all purposes under this Section 3.2(a), any Demand Registration delivered to the Company by LNK under the LNK Stockholders Agreement shall be considered to be a Demand Registration delivered under this Section 3.2(a) and a Joint Demand Registration shall be deemed to be a single Demand Registration under this Section 3.2(a). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities then outstanding that requested to be included therein by the Company file Investor in accordance with the methods of distribution elected by the Investor (a registration statement “Demand Registration Statement”) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon promptly as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that after the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If Upon receipt of a written request (a "Registration Request"), which shall include a description of such Holders' proposed method of distribution, delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at any time on and after least 50% of the Closing Dateaggregate of the number of Registrable Shares then outstanding (but at least 10% of the Registrable Shares), the Company shall receive a written request from Holders of at least 25% (i) promptly give notice of the Registrable Securities then outstanding that Registration Request to all non-requesting Holders and (ii) prepare and file with the Company file Commission, within 45 days after its receipt of such Registration Request a registration statement under for the Securities Act covering purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of Registrable Securities held notice by them, then such Holder of the Registration Request. The Company shall, subject to the limitations of this Section 2, shall use its reasonable best efforts to effect such Registration within 90 120 days after its receipt of 3 such request or as soon as practicable thereafterRegistration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) in the case of a registration under statement filed pursuant to Rule 415 relating to the Securities Act resale of Registrable Shares in open market or block transactions, the third anniversary of the date hereof, or in the case of other registration statements, four months, (ii) the date on which all Registrable Securities which Shares have been sold pursuant to such Holders request to be registered, provided, that the filing of any registration statement which does not result or Rule 144, and (iii) the date on which, in the effective registration reasonable opinion of counsel to the Holders, all of the Registrable Securities for which a demand has been made and Shares may be sold in accordance with Rule 144(k); provided, however, that the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated to fulfill the Company's obligations under take any action to effect any such Registration, qualification or compliance pursuant to this Section 2(a)2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. (b) In addition to, and not in limitation of Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall receive furnish to the Holders a written request from certificate signed by an executive officer or any trustee of the Holders aforementioned Company stating that, in Section 2(a) that the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file one or more post-effective amendments to the such registration statement referred or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to therein so as to extend defer the effectiveness filing of such registration statement beyond the six-month period referred to in Section 2(a(or suspend sales under a filed registration statement), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. ".

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Registrable Securities then outstanding that Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)), use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(aQualified Holder(s), the Company shall receive give a written request from Holders of at least 25% notice of the Registrable Securities then outstanding that the Company file receipt of such Demand Request (a registration statement under the Securities Act covering the registration “Demand Notice”) to all other Holders of Registrable Securities held by themthat have requested to receive such notices (which notice shall state the material terms of such proposed Demand Registration, then to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the (i) “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 2(a)(iv) and Section 2(e) below, the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of shall include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are Company Common Stock with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at At any time on and after during the Closing DateWarrant Exercise Term, the Company shall receive a written request from Holders of at least 25% any "Majority Holder" (as such term is defined in Section 7.4.(c) below) of the Registrable Securities then outstanding that shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file a registration statement under with the Securities Act covering and Exchange Commission (the registration "Commission"), on one occasion, at the sole expense of Registrable Securities held by them, then the Company shall(except as provided in Section 7.5.(b) hereof, subject to the limitations of this Section 2a Registration Statement and such other documents, use its best efforts to effect within 90 days of such request or including a prospectus, as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to may be registered, provided, that the filing of any registration statement which does not result necessary (in the effective registration opinion of all both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities for which a demand has been made and by the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date holders thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the The Company shall use its best efforts to effect cause the Registration Statement to become effective under the Act, so as soon as practicable the filing of any such post-effective amendment. (c) In addition to, to permit a public offering and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% sale of the Registrable Securities then outstanding that by the holders thereof. Once effective, the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, will use its best efforts to effect within 90 days maintain the effectiveness of such request the Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that the holders of the Registrable Securities receive an opinion of counsel to the Company that all of the Registrable Securities may be freely traded (without limitation or restriction as soon as practicable thereafter, the to quantity or timing and without registration under the Securities Act) under Rule 144(k) promulgated under the Act of all Registrable Securities which such Holders request to be registeredor otherwise. Notwithstanding the foregoing, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by in the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise event the Company as is engaged in a part transaction involving a merger or acquisition which requires the filing of their request made pursuant to this Section 2. The Holders shall (together financial statements with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenCommission, then the number Holders agree that a Demand Registration Request will not be effective for 75 days following the consummation of shares such transaction, provided that the Company gives written notice of Registrable Securities such transaction to the Holders within five (5) business days of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Demand Registration Request.

Demand Registration. (a) If at any time on and following 180 days after the Closing Datecompletion of the Initial Public Offering, subject to the terms of any “lock-up” agreement entered into with one or more underwriters (unless waived by such underwriter(s)) and the Private Placement Lock-Up Agreement (unless waived in accordance with the terms thereof), the Company shall receive a written request (each such request shall be referred to herein as a “Demand Registration”) from Holders a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder“), holding at least 25% thirty five percent (35%) of the Registrable Securities then outstanding outstanding, that the Company effect the registration under the Securities Act (i) for the first Public Offering of the Company to be effected pursuant to this Section 2.01 after the completion of the Initial Public Offering (the “Follow-On Offering”), of at least twenty percent (20%) of the Requesting Shareholder’s Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), or (ii) after the completion of the Follow-On Offering, of all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such Demand Registration within ten (10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, file a registration statement under the Securities Act covering the registration of Registrable Securities held by themAct, then the Company shall, subject to the limitations of this Section 2, and (ii) use its best commercially reasonable efforts to effect within 90 days of such request or effect, as soon as practicable thereafterand in any event within one hundred twenty (120) days after the date the Demand Registration is given by the Requesting Shareholder, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to statement, in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "each case covering:

Demand Registration. (a) If Upon receipt of a written request (a "REGISTRATION REQUEST"), which shall include a description of such Holders' proposed method of distribution, delivered at any time on and after the Closing Datedate of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding (but at least 10% of the Registrable Shares), the Company shall receive a written request from Holders of at least 25% (i) promptly give notice of the Registrable Securities then outstanding that Registration Request to all non-requesting Holders and (ii) prepare and file with the Company file Commission, within 30 days after its receipt of such Registration Request a registration statement under for the Securities Act covering purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of Registrable Securities held notice by them, then such Holder of the Registration Request. The Company shall, subject to the limitations of this Section 2, shall use its reasonable best efforts to effect within 90 days of such request or Registration as soon as practicable thereafterbut no later than (i) 60 days after its receipt of such Registration Request if the Commission does not review the registration statement or (ii) 105 days after its receipt of such Registration Request if the Commission reviews the Registration Statement (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) in the case of a registration under statement filed pursuant to Rule 415 relating to the Securities Act resale of Registrable Shares in open market or block transactions, the third anniversary of the date hereof, or in the case of other registration statements, four months, (ii) the date on which all Registrable Securities which Shares have been sold pursuant to such Holders request to be registered, provided, that the filing of any registration statement which does not result or Rule 144, and (iii) the date on which, in the effective registration reasonable opinion of counsel to the Holders, all of the Registrable Securities for which a demand has been made and Shares may be sold in accordance with Rule 144(k); provided, however, that the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated to fulfill the Company's obligations under take any action to effect any such Registration, qualification or compliance pursuant to this Section 2(a)2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. (b) In addition to, and not in limitation of Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall receive furnish to the Holders a written request from certificate signed by an executive officer or any trustee of the Holders aforementioned Company stating that, in Section 2(a) that the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file one or more post-effective amendments to the such registration statement referred or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to therein so as to extend defer the effectiveness filing of such registration statement beyond the six-month period referred to in Section 2(a(or suspend sales under a filed registration statement); PROVIDED, then HOWEVER, that the Company shall use its best efforts to effect as soon as practicable may not defer the filing of any such post-effective amendment. (c) In addition to, and not in limitation of a registration statement requested at or about the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the closing under the Exchange Agreement or defer the updating of such registration statement referred prior to in Section 2(a), the Company shall receive a written request from Holders of at least 25% effectiveness of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "statement.

Demand Registration. (a) If at any time on and after The Buyer agrees that, upon the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company Parent, it will file a registration statement (a “Registration Statement”) under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities specified in such request (a “Demand Registration”); provided that (i) the Company shall not be required to file a Registration Statement prior to such time as all financial statements required under the Securities Act to be included therein are available and all required accountants’ consents have been obtained; (ii) the Company shall not be required to file a Registration Statement with respect to more than 80% of the Holders that Shares prior to the first anniversary of the Closing Date; (iii) the Buyer shall not be required to file more than three Registration Statements; (iv) the Parent shall not make more than one request for a Demand Registration in any twelve month period, (v) the Company shall not be required to file a Registration Statement with respect to less than the lesser of (A) 20% of the Shares and (B) Shares having a value based on the average closing price of Buyer Common Stock for the thirty (30) day period prior to the date of such request for a Demand Registration of not less than $20,000,000, (vi) any sales of Registrable Securities, other than pursuant to an Underwritten Registration, shall be subject to the limitation set forth in Section 4.01(b), (vii) the Buyer shall not be required to effect a Demand Registration if within 10 days after receipt of a request therefor, the Buyer provides written notice of its bona fide intention to file within 60 days a registration statement for an underwritten public offering of securities for its own account, and (viii) the Buyer shall not be required to effect a Demand Registration during the period from the date of filing of, and ending 90 days after the effective date of, any registration statement for an underwritten public offering of securities for the account of the Buyer. Buyer’s right to block or defer a Demand Registration pursuant to this Article 3 may be included exercised only once in the underwriting shall be so limited pro rataany 12- month period. (e) The Company shall be obligated to effect one registration During any period that a Demand Registration is blocked or deferred pursuant to this Section 2(a) in accordance with 3.01, Buyer shall not file a Registration Statement under the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Securities Act covering the resale of securities of the Buyer for the account of any other stockholder of Buyer.

Demand Registration. (ai) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Registrable Securities then outstanding that Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)), use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereofQualified Holder, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive give a written request from any notice of the receipt of such Demand Request (a “Demand Notice”) to all other Holders aforementioned in Section 2(a) that of Registrable Securities (which notice shall state the Company file one or more post-effective amendments material terms of such proposed Demand Registration, to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(aextent known), then the Company . Such Demand Notice shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. be given not more than ten (c10) In addition to, Business Days and not less than five (5) Business Days, in limitation each case prior to the expected date of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date public filing of the registration statement referred (the “Demand Registration Statement”) for such Demand Registration. Subject to in the provisions of Section 2(a)2(a)(iv)-(vii) and Section 2(e) below, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are Second Lien Notes with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at At any time on and commencing after the Closing Date, the Company shall receive a written request date hereof and expiring five (5) years from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the Public Offering, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration statement referred to in rights under Section 2(a7.2 hereof), exercisable by written notice to the Company, to have the Company shall receive a written request from Holders of at least 25% of prepare and file with the Registrable Securities then outstanding that and Exchange Commission (the Company file "Commission"), on one occasion, a registration statement under and such other documents, including a prospectus, as may be necessary in the Securities Act covering the registration opinion of Registrable Securities held by them, then both counsel for the Company shalland counsel for the Representatives and Holders, subject in order to comply with the limitations provisions of this Section 2the Act, use its best efforts so as to effect permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within 90 ten (10) days after receiving notice from the Company of such request; provided, however, upon a request or as soon as practicable thereafter, the for a registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with 7.3, the Company as provided may, one time, in Section 3any 12 month period (i) enter into an underwriting agreement in customary form with postpone the filing of a mutually acceptable underwriter or underwriters. Notwithstanding any other provision registration statement for a period not to exceed ninety (90) days from the date of this Section 2receipt of such request, if the managing underwriter advises President of the Company furnishes to the Holders requesting registration a certificate signed by the Company's President stating that in writing the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company for a public offering of the Company's securities to be commenced in the near future or (ii) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the effective date of any registration statement relating to a primary underwritten offering of securities of the Company which has been declared effective prior to the date of receipt of a request for registration. If the Company so determines to postpone a registration requested by the Holders pursuant to this Section 7.3, it shall promptly notify the requesting Holders of such determination including the reason therefor, whereupon the requesting Holders shall be entitled to withdraw such request and such registration shall not count as a registration under this Section 7.3. In addition, the Company may, one time, in any 12 month period, suspend the effectiveness of any registration statement filed pursuant to this Section 7.3 for a period of forty-five (45) days, if the President of the Company furnishes to the Holders of securities registered pursuant to this Section 7.3 a certificate signed by the Company's President stating that marketing factors require the Board of Directors of the Company has determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a limitation material effect on the Company; provided, however, that the period of time which such registration statement is required to be effective shall be increased by the number of shares to be underwrittendays that the registration statement was suspended (the "Suspension Period"); and provided, then further, that the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated furnish to effect one registration each Holder of securities registered pursuant to Section 2(a7.3 a notice stating that the Suspension Period has been terminated within three (3) in accordance with business days following the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "date of termination.

Demand Registration. (a) If at any time on and If, after the Closing Date, date of this Agreement the Purchaser ------------------- shall request the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject in writing to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration register under the Securities Act of all Registrable 1933, as amended (the "Securities which such Holders request to be registeredAct"), provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and shares of the continuing effectiveness Common Stock acquired by Purchaser pursuant to the Purchase Agreement (the shares of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement Common Stock so registrable are referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a"Subject Stock"), then the Company shall use its reasonable best efforts to effect cause the Subject Stock to be registered as soon as reasonably practicable so as to permit the filing of any such post-effective amendment. (c) In addition tosale thereof, and not in limitation connection therewith shall prepare and file a Form S-3 registration statement with the Securities and Exchange Commission (the "SEC") under the Securities Act to effect such registration; provided, however, such request shall (i) express the intention of the foregoing Sections 2(aPurchaser to offer or cause the offering of the Subject Stock for distribution, (ii) describe the nature or method of the proposed offer and 2(b)sale thereof, if at and (iii) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any time on and after the Closing Date and following desired acceleration of the effective date of such registration statement. In the event that Form S-3 is not then available, the registration statement referred shall be filed on the successor to Form S- 3 or if there is no clear successor form, or if the Company is not eligible to use Form S-3 or a successor form, then the registration statement shall be filed using such form as may be available for the proposed distribution by the Purchaser with which it is least burdensome for the Company to comply. The Company agrees not to grant to any other person registration rights pursuant to which such person would have the right to register shares of Common Stock on a registration statement filed by the Company pursuant to the exercise of Purchaser's rights under this Agreement. Subject to the limitations in Section 2(a)2 and the termination of this Agreement pursuant to Section 12 Purchaser may make no more than two such requests, provided that a second request shall not be made prior to six months after the Company termination of the distribution made pursuant to the first registration statement and neither request shall receive a written request from Holders of at least be for less than 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held shares acquired by them, then the Company shall, subject Purchaser pursuant to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Purchase Agreement.

Demand Registration. (a) If at At any time on and 180 days after the Closing Datedate of this Agreement and (i) for the period terminating on the first anniversary of the date of this Agreement, the Company shall receive a written request from Holders of holding at least 255% of the Registrable Securities then outstanding Common Stock which is Registrable Stock and (ii) thereafter Holders holding at least 2% of the outstanding Common Stock which is Registrable Stock (or Holders holding less than 2% of the outstanding Common Stock which is Registrable Stock who, using their reasonable efforts, during the six month period following notice by them to the Company of their desire to register shares of such Stock held by them, have been unable to increase such shares to be registered to 2%, in the aggregate) (the "Requesting Holders") may request, in a written notice to the Company, that the Company file a registration statement under the Securities Act covering the registration of such percentage of shares (at least 5%, 2% or less, as the case may be) of the Common Stock which is Registrable Securities held by themStock then outstanding in the manner (e.g, then underwritten) specified in such notice (a "Demand Notice"); provided, however, that shares of Registrable Stock referred to in clause (iii) of the Company shalldefinition thereof, subject together with shares issued with respect thereto pursuant to clauses (iv) and (v) of the limitations definition thereof, shall not be counted for purposes of determining if a Holder has satisfied the applicable threshold for making a Demand Notice. A registration effected pursuant to this Section 2 is referred to herein as a "Demand Registration". Following receipt of any Demand Notice under this Section 2, the Company shall (i) give, within 10 business days of receipt of such Demand Notice, each other Holder written notice that it will be filing a registration statement and advise such Holders that they may participate in such registration by promptly so notifying the Company and (ii) file as promptly as practicable (but in any event within 60 days after receiving such Demand Notice) a registration statement and use its best efforts to effect within 90 days of such request or cause to be declared effective as soon as reasonably practicable thereafter(but in any event within 120 days of receiving such Demand Notice) a registration statement providing for the offer and sale of the Registrable Stock that the Requesting Holders and the other Holders have requested be registered in accordance with the manner of disposition specified in the Demand Notice of the Requesting Holders; provided, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, providedhowever, that the filing participation of any registration statement which does not result a Holder (other than a Requesting Holder) in the effective registration a Demand Registration pursuant to clause (i) of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, this sentence shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive be a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness Demand Registration of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "participating Holder.

Demand Registration. (a) If at At any time prior to the tenth anniversary hereof, the Optionee shall have the right exercisable by written notice to the Company (the "Demand Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "SEC"), on no more than one (subject to Section 11 below) occasion, a registration statement and after such other documents, including a prospectus, as may be necessary in the Closing Dateopinion of the Company counsel, to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), so as to permit a public offering and sale of the Option Shares. Notwithstanding anything else herein contained, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company will have no obligation to prepare and file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then pursuant to this Section 9 other than on Form S-3 if available to the Company shall, subject (or the equivalent thereto if such form is no longer generally available). The Company shall be entitled to the limitations of this Section 2, use its best efforts postpone for up to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that six (6) months the filing of any registration statement which does not result in otherwise required to be prepared and filed by the effective Company pursuant to this Section 9 if at the time the Company receives a request for registration the Board of all Directors of the Registrable Securities for which a demand has been made and Company determines in its reasonable business judgment, that the continuing effectiveness filing of such registration statement and the offering of the Option Shares pursuant thereto would interfere with any financing, acquisition, corporate reorganization or other material transaction by the Company, and the Company promptly gives the Optionee notice of such determination and postponement. If the Company shall so postpone the filing of a registration statement, the Optionee shall have the right to withdraw the request for an uninterrupted period registration by giving written notice to the Company within fifteen (15) days after receipt of six the Company's notice of postponement (6) months from and, in the initial effective date thereofevent of such withdrawal, such request shall not be deemed a request for registration which may be made pursuant to fulfill the Company's obligations under this Section 2(a9). (b) In addition to, and not in limitation of Notwithstanding the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments will have no obligation to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, prepare and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering Act, if to do so would require a special audit of the Company's balance sheet and related financial statements in connection with the preparation of the registration of Registrable Securities held by themstatement, then the Company shalleven if, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereaftera result, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation filing of the number of shares to registration statement would be underwritten, then delayed until after the number of shares of Registrable Securities completion of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Company's next regular audit.

Demand Registration. (a) If at At any time on following the date hereof (but subject to Section 5.10 of the Purchase Agreement), the Holder may request in writing that all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration”). The parties acknowledge and after agree that the Closing DateHolder may initiate the process for a Demand Registration prior to completion of any applicable lock-up periods provided that Holder does not effectuate the Transfer of shares thereunder until completion of all applicable lock-up periods. Thereupon, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering effect the registration of all such or such part of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, practicable; provided that (i) the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed required to fulfill the Company's obligations effect any registration under this Section 2(a). 2.3 (bx) In addition to, and not in limitation within a period of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(aninety (90) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and days following the effective date of a previous registration for which the Holder had an opportunity to participate and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $100 million, and (ii) this provision shall not apply if a shelf registration statement referred on Form F-3 has been filed pursuant to Section 2.4 and is effective and available for use; provided further that the Company shall not be obligated to declare the applicable Registration Statement effective prior to the date on which the Registrable Securities to be registered thereunder are freely transferable under Section 5.10 of the Purchase Agreement. The Company shall not be required to effect more than one (1) registration under this Section 2.3. If the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors (the “Board”) it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2(a)2.3 to be effected at such time, the Company shall receive have the right to defer such registration for a written request from Holders period of at least 25% not more than sixty (60) days after receipt of the Registrable Securities then outstanding request of the Holder under this Section 2.3, provided that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject shall not utilize this right more than twice in any twelve (12) month period. The Holder may elect to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable withdraw from any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made offering pursuant to this Section 2. The Holders shall (together 2.3 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Holder withdraws from a proposed offering relating to a Demand Registration then either the Holder shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 32.3) enter into an underwriting agreement or such withdrawn registration shall count as a Demand Registration provided for in customary form with a mutually acceptable underwriter or underwritersthis Section 2.3. Notwithstanding any other provision of this Section 22.3, if the managing underwriter advises the Holders Holder in writing that marketing factors require a limitation of on the dollar amount or the number of shares to be underwritten, then the number of shares amount of Registrable Securities of proposed to be registered shall be reduced appropriately; provided that in any event all Registrable Securities held by the Holders that may Holder and which are requested to be included must be included in such registration prior to any other shares of the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with Company, including shares held by persons other than the terms thereofHolder. The Company shall be obligated to file as many post-effective amendments not register securities for sale for its own account in any registration requested pursuant to this Section 2(b) and 2.3 unless permitted to effect as many registrations pursuant to Section 2(c) as may be requested do so by Holders in accordance therewith. Section 3. "the written consent of the Holder.

Demand Registration. (a) If 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time on and or from time to time after the Closing Dateearlier of (i) one (1) year after July 2, 2009 and (ii) completion of a Qualified IPO, Holders holding fifty percent (50%) or more of the then outstanding Registrable Securities may request in writing that the Company effect a Registration for an anticipated gross proceeds of at least US$5,000,000 to the Company from the Registration in any jurisdiction in which the Company has had a registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such Registration on the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by Company) of all or part of the Registrable Securities, including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the 2 Shareholders Agreement Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission on Form F-l or Form S-l (or any comparable form for Registration in a jurisdiction other than the United States, if applicable). Upon receipt of such a request, the Company shall receive a (a) promptly give written request from notice of the proposed Registration to all other Holders of at least 25% of and (b) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities then outstanding that specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction. Notwithstanding any other provision hereof to the contrary, the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject shall be obligated to the limitations of effect no more than two (2) Registrations pursuant to this Section 22.1 that have been declared and ordered effective, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts obligated to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and a Registration within one year following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Company’s IPO.

Demand Registration. Commencing 180 days after the Initial Public Offering, Investors holding at least 20%, in the aggregate, of the Registrable Securities then outstanding (adetermined in accordance with Section 2(b)) If may at any time on and after the Closing Date, the Company shall receive make a written request from Holders for registration of at least 25not less than 10% of the Registrable Securities then outstanding held by all of the holders of Registrable Securities under the Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such Investors (collectively, the “Demanding Holders”); provided, that (i) subject to Section 3(c) below, the Company file will not be required to effect more than three registrations at the request of the Investors pursuant to this Section 3(a), (ii) the Company will not be required to effect such registration within the period beginning on the effective date of a registration statement under the Securities Act covering the registration of Registrable Securities held to be filed by them, then the Company shall, subject to or on its behalf covering a firm commitment underwritten public offering and ending on the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing expiration of any registration statement which does lock-up period (not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six to exceed one hundred eighty (6180) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and days following the effective date of such registration statement) required by the underwriters, (iii) the Company will not be required to effect any such registration statement referred if the Company has effected a registration pursuant to in this Section 2(a), 3 within the twelve (12) month period immediately prior to such registration request and (iv) if the Company shall receive furnish to such holders a written request from Holders of at least 25% certificate signed by the Chairman of the Registrable Securities then outstanding that Board of Directors of the Company stating that in good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation pursuant to Section 3(a) hereof to file a registration statement under with the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject Commission relating to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their as to which such request by means for a Demand Registration relates shall be deferred for a period not to exceed ninety (90) days from the date of an underwritingreceipt of the written request; provided, they shall so advise however, that the Company as a part of their request made pursuant to may not utilize this Section 2. The Holders shall right more than once in any twelve (together with the Company as provided in Section 312) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "month period.

Demand Registration. If, (ai) If at any time on and after August 11, 2000, or (ii) prior to August 11, 2000 in the Closing Dateevent of a CHANGE OF CONTROL or INSOLVENCY PROCEEDINGS as those terms are defined in the Purchase Agreement, the Company Purchaser shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject in writing to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration register under the Securities Act of all Registrable Securities which such Holders request to be registered1933, providedas amended (the "SECURITIES ACT"), that the filing of any registration statement which does not result in the effective registration of all shares of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereofCommon Stock, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition tono par value, and not in limitation of the foregoingCompany (the "COMMON STOCK") issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock, no par value (the "PREFERRED STOCK") and, if required by the Company shall receive a written Securities and Exchange Commission (the "SEC"), the shares of Preferred Stock owned by the Purchaser (the shares of Common Stock and, if applicable, Preferred Stock subject to such request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement being herein referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a"SUBJECT STOCK"), then the Company shall use its reasonable best efforts to effect cause the shares of Subject Stock specified in such request to be registered as soon as reasonably practicable so as to permit the filing of any such post-effective amendment. (c) In addition tosale thereof, and not in limitation of the foregoing Sections 2(a) connection therewith shall prepare and 2(b), if at any time on and after the Closing Date and following the effective date of the file a Form S-3 registration statement referred to in Section 2(a), the Company shall receive a written request from Holders or such other form as is then available (or any successor form of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement to such Form S-3 or other available registration statement) with the SEC under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such registration; PROVIDED, HOWEVER, that each such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then specify the number of shares of Registrable Securities Subject Stock intended to be offered and sold, (ii) express the present intention of the Holders that Purchaser to offer or cause the offering of such shares of Subject Stock for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be included required in order to permit the underwriting Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such registration statement. The Purchaser shall not be so limited pro rata. (e) The Company entitled to request more than one demand registration statement under this Agreement in any 12-month period, and the Purchaser shall not be obligated entitled to effect one more than a total of two requests for demand registration statements pursuant to Section 2(a) in accordance with the terms thereofthis Agreement. The Company shall be obligated agrees not to file as many post-effective amendments grant to any other person registration rights pursuant to Section 2(b) and which such person would have the right to effect as many registrations register shares of Common Stock on a registration statement filed by the Company pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "the exercise of Purchaser's rights under this Agreement.

Demand Registration. (a) If at any time on and after the Closing Date, the Company shall receive Upon receipt of a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file (a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a"Registration Request"), then delivered no earlier than the Company shall use its best efforts to effect as soon as practicable the filing earlier of any such post-effective amendment. (ci) In addition toJanuary 31, 2004 and not in limitation of the foregoing Sections 2(a(ii) and 2(b), if at any time on and after the Closing Date and following 180 days from the effective date of the registration statement referred relating to in Section 2(aan underwritten initial public offering of the Common Stock, from Initiating Holders with respect to Registrable Stock representing at least 25% of such Initiating Holders, Registrable Stock (or any lesser percentage having a reasonably anticipated aggregate offering price to the public of more than $2,000,000), the Company shall receive a written request from Holders of at least 25% (i) promptly give notice of the Registrable Securities then outstanding that Registration Request to all other Holders (other than Xxxxxx, in which case: the Company file will not give such prior notice and as a substitute for such notice will give Xxxxxx notice of the Registration promptly after 4:00 p.m. (New York City time) on the business day immediately preceding the day upon which the registration statement under will be filed with the Securities Act covering SEC (the registration of Registrable Securities held by them, then "Filing Date") and Xxxxxx will have until 3:00 p.m. on the Filing Date to give the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities notice (which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which notice may be requested by the aforementioned Holders. (dtelephone or e-mail) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares that it desires to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included include in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant statement, subject to Section 2(b) below; provided, that, if the Company fails to file such registration statement by 9:00 a.m. (New York City time) on the day immediately following the proposed Filing Date, it will issue a press release conforming with Rule 135 under the Securities Act describing in detail such proposed Registration by 9:00 a.m. (New York City time) on the day following the proposed Filing Date) and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement for the purpose of effecting a Registration of the sale of all Registrable Stock requested to effect as many registrations pursuant to Section 2(c) as may be requested Registered by the requesting Holders in accordance therewith. Section 3. "and any non-requesting

Demand Registration. (a) If at At any time on and after the date which is eight ------------------- (8) months after the Closing DateDate (as defined in the Exchange Agreement), any Holder or Holders may make a written request for a registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of his Shares. Within ten (10) business days after receipt of such request, the Company will give notice of such request to all Holders. The Holders shall notify the Company in writing within fifteen (15) calendar days after receipt of the Company's notice whether they wish to have all or a part of their Shares included in the requested registration. If Holders of fifty thousand (50,000) or more of the Shares request to be included in the registration, within twenty (20) calendar days after receipt of such request by the Holders, the Company shall receive prepare and file with the Commission, a written request from Holders of at least 25% shelf Registration Statement pursuant to Rule 415 of the Registrable Securities then outstanding that Act, covering all of the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themShares, then the Company shall, subject to the limitations of this Section 2, and shall thereafter use its best efforts to effect within 90 days of cause such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request Registration Statement to be registered, declared effective by the Commission within three (3) months thereafter; provided, however, that if such Registration Statement -------- ------- has not been declared effective within such three (3) month period (the filing of any registration statement which does not result in the effective registration of "Three Month Deadline"), all of the Registrable Securities for which a demand has been made Company's rights, the Holders' obligations, and the continuing effectiveness restrictions on the Initial Shares set forth in Sections 6 and 7 of this Agreement and in that certain Voting Agreement, of even date herewith, by and among the Holders shall be of no force or effect during the period commencing on the Three Month Deadline and terminating on the date when such registration for an uninterrupted period Registration Statement becomes effective (the "Suspension Period"). The term of six (6) months from the initial effective date thereof, restrictions set forth in Sections 6 and 7 of this Agreement and in the foregoing Voting Agreement shall not be deemed tolled but shall continue to fulfill run during the Company's obligations under this Section 2(a)Suspension Period. (b) In addition toAfter the Registration Statement becomes effective, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect keep the Registration Statement continuously effective during the period beginning on the date the Registration Statement has been declared effective and ending on the date three (3) years from the date hereof, or such earlier date as soon the Holders may specify. The Company shall file amendments to the Registration Statement and otherwise comply with all applicable federal and state securities laws and regulations as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation necessary to permit continuing sales of the foregoing Sections 2(a) and 2(b), if at any time on and after Shares during the Closing Date and following period the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2Registration Statement is effective. The Holders shall (together with the Company as provided in Section 3) enter into be entitled to an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the unlimited number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "such demand registrations.

Demand Registration. (a) If If, at any time on and after the Closing DateApril 30, 2007, the Company Lender shall receive deliver to DG a written request from Holders of at least 25% to register all (but not less than all) of the Registrable Shares issued pursuant to this Agreement, then DG shall as promptly as is practicable, but in any event by the date that is sixty (60) days after receipt of the request of the Lender, prepare and file with the Securities then outstanding that and Exchange Commission (the Company file “SEC”) a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Registration Statement”) registering the resale of the Shares from time to time by the Lender. The Registration Statement shall be on Form S-3; provided, however, that if DG is not then eligible to register the Shares on Form S-3 then DG shall not be required to register the Shares under this Section 7 until such time as it is eligible to register the Shares on Form S-3. Until the Expiration Date (as defined below), DG shall use its commercially reasonable best efforts to make all filings with the SEC that are required under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Exchange Act of all Registrable Securities which such Holders request 1934 (the “Exchange Act”) in order for DG to be registered, provided, that satisfy the filing registrant requirements of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a)Form S-3. (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company DG shall use its best efforts to effect as soon as practicable cause the filing of any such post-Registration Statement to be declared effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering as promptly as is practicable and to keep the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration Registration Statement continuously effective under the Securities Act until the first to occur of (i) the sale pursuant to the Registration Statement of all Registrable of the Shares, or (ii) the date that the holding period applicable to the Shares would have the expired under Rule 144(k) under the Securities which Act (the “Expiration Date”). Notwithstanding the foregoing, DG shall not be obligated to file, or to take any action to effect, any such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made registration pursuant to this Section 2if in the good faith judgment of the Board of Directors of DG, such registration would (i) interfere with or adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving DG, or (ii) require DG to disclose matters that otherwise would not be required to be disclosed at such time (each a “Disclosure Condition”), DG may, for a period of not more than 120 days from the date of such determination, require the suspension by Lender of the distribution of any Shares by giving notice to Lender; provided, however, that no single suspension shall extend for more than 120 days without the written consent of Lender, nor may the aggregate number of days in which Lender is subject to a suspension during any period of 12 consecutive months exceed 150 days. The Holders shall (together Any such notice of suspension or delay need not specify the reasons for such suspension or delay if DG determines, in its good faith judgment, that doing so could interfere with or adversely affect any such transaction or result in a Disclosure Condition. In the Company as provided event that such notice is given, but subject to the time limitations contained in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision the first sentence of this Section 2paragraph, if then until DG has determined, in its good faith judgment, that such registration and offering would no longer result in a Disclosure Condition and has given notice thereof to Lender, DG’s obligations under this Paragraph 7 will be suspended and the managing underwriter advises the Holders in writing that marketing factors require Effectiveness Period of such Registration Statement shall be extended for a limitation of the number of shares days equal to be underwritten, then the total number of shares days for which the distribution of Registrable Securities of the Holders that may be included in such Registration Statement by Lender has been suspended, but not longer than the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "periods set forth above.

Demand Registration. (ai) If at any time on and after the Closing Date, the Company shall receive (i) is in violation of its obligation to file a written request from Holders of at least 25% Shelf Registration Statement pursuant to Section 2(a) or (ii) following the effectiveness of the Registrable Securities then outstanding that Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shallShelf Period (other than during any Suspension Period), subject to the limitations terms and conditions of this Agreement (including Section 22(b)(iii)), use its best efforts upon written notice to the Company (a “Demand Request”) delivered by a Qualified Holder requesting that the Company effect within 90 days of such request or as soon as practicable thereafter, the registration (a “Demand Registration”) under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of beneficially owned by such registration for an uninterrupted period of six (6) months from the initial effective date thereofQualified Holder, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive give a written request from any notice of the receipt of such Demand Request (a “Demand Notice”) to all other Holders aforementioned in Section 2(a) that of Registrable Securities (which notice shall state the Company file one or more post-effective amendments material terms of such proposed Demand Registration, to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(aextent known), then the Company . Such Demand Notice shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. be given not more than ten (c10) In addition to, Business Days and not less than five (5) Business Days, in limitation each case prior to the expected date of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date public filing of the registration statement referred (the “Demand Registration Statement”) for such Demand Registration. Subject to in the provisions of Section 2(a)2(a)(iv)-(vii) and Section 2(e) below, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of include in such request or as soon as practicable thereafter, the registration under the Securities Act of Demand Registration all Registrable Securities that are Company Ordinary Shares with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part has received written requests for inclusion therein within five (5) Business Days after the later of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3(i) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises giving the Holders in writing that marketing factors require a limitation Demand Notice and (ii) five (5) Business Days prior to the actual public filing of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included Demand Registration Statement. Nothing in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to this Section 2(b) and to effect as many registrations pursuant to shall relieve the Company of its obligations under Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "2(a).

Demand Registration. (a) If at any time on and after In addition to the Closing Daterights contained in the foregoing provisions of this Section 3, the Company shall receive use commercially reasonable efforts to effect a written request from Holders registration with respect to an offering of at least 25% all or part of the Registrable Securities then outstanding that if requested by the Company file Holders of a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all majority of the Registrable Securities (the "REQUESTING HOLDERS") by written notice delivered not earlier than the time the Voting Common Stock becomes eligible for which a demand has been made quotation on the OTC Bulletin Board Service owned and operated by the continuing effectiveness National Association of such registration for an uninterrupted period of six (6) months from the initial effective date thereofSecurities Dealers, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, Inc. and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after later than 24 months following the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company (such requests shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then and shall state the number of shares of Registrable Securities to be disposed of and the Holders intended methods of disposition of such shares by such Holder or Holders); provided, however, that may be included in the underwriting shall be so limited pro rata. (e) The Company shall not be obligated to effect one any such registration (i) if the Requesting Holders, together with the Other Stockholders (if any) and the Company, propose to sell a total of less than 100,000 shares of Voting Common Stock; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iii) during the period starting with the date 60 days before the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration pursuant to which the Holders would have registration rights under Section 2(a) 3.2; provided that the Company is actively employing in accordance with the terms thereofgood faith all reasonable efforts to cause such registration statement to become effective. The Company shall Holders may at any time increase the number of Registrable Securities to be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "sold

Demand Registration. (a) If at At any time after December 31, 1999 and subject to Section 2.5 of the Stockholder Agreement, if the Purchaser holds at least 500,000 shares of Registrable Securities, the Purchaser shall have the right to request that the Company prepare, and file with the SEC a Registration Statement on Form S-3 covering the resale of all or any portion of the then issued Registrable Securities (a "Demand Registration"). The Registration Statement shall have a minimum aggregate offering price (as set forth on the facing page of the Registration Statement) to the public of $10,000,000. The Purchaser may demand that any Registration Statement be a shelf-registration in accordance with Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"). The Company shall send to all other Purchasers, if any, written notice of such request and if any such Purchasers respond within fifteen (15) days after the Closing Dateeffective date of such notice (in accordance with Section 2.6 below), the Company shall receive a written request from Holders of at least 25% of the include all Registrable Securities then outstanding that requested by any such Purchaser to be registered in the Company file a registration statement under the Securities Act covering the registration Demand Registration in accordance with this Section 2.1. The Registration Statement (and each amendment or material supplement thereto, and each request for acceleration of Registrable Securities held by them, then the Company shall, effectiveness thereof) shall be provided to (and subject to the limitations approval of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities (which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, approval shall not be unreasonably withheld or denied)) the Purchaser and its counsel prior to its filing. After receiving the Registration Statement, the Purchaser shall provide the Company with either its approval of the Registration Statement or its comments or corrections to the Registration Statement within five (5) business days of receipt of the draft Registration Statement. If the Purchaser does not respond with approval or comments within five business days, it shall be deemed to fulfill approve the Registration Statement. Without limiting the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoingSection, if Form S-3 is not available to the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more postconnection with re-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)sales, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, Registration Statement on such form as is then the Company shallavailable to effect a registration, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation consent of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. Purchaser (e) The Company shall be obligated to effect one registration as determined pursuant to Section 2(a11.10 hereof) in accordance with as to the terms thereofform used for such filing. The Company Purchaser shall be obligated have the right to file as many post-effective amendments pursuant to request the filing of one Registration Statement under this Section 2(b2.1 in any twelve (12) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders month period; provided, however, that if the Purchaser requests the filing of more than one Registration Statement in accordance therewith. Section 3. "a twelve month period then the Purchaser shall pay for all expenses of such Registration.

Demand Registration. (a) If at any one time on and after the Closing Dateprior to September 24, 2004 the Company shall receive a written request from Holders the registered holder to which this declaration is attached or the registered holder of at least 25% Common Stock acquired upon exercise of such instrument ("Holder") to register shares of Company common stock ("Registrable Securities") that have been or may be acquired by Holder pursuant to the exercise or conversion of the Registrable instrument to which this declaration is attached and which are not otherwise eligible for resale without volume limitation pursuant to Rule 144 under the Securities then outstanding that Act of 1933, as amended ("Rule 144"), the Company shall promptly prepare and file a registration statement under the Securities Act covering the registration number of Registrable Securities held by them, then which are the subject of such requests and shall use reasonable efforts to cause such registration statement to become effective The Company shall, shall cause such registration statement to remain effective until the earlier to occur of the following: (i) all shares subject to the limitations registration have been sold in accordance with the terms thereof, (ii) all of the shares are able to be sold without volume limitation pursuant to Rule 144 or (iii) the later of six months following the effective date or September 24, 2004. In the event that the original instrument to which this declaration is attached is subsequently held by more than one person or entity, the right under this Section 2may be exercised by the person(s) or entity(s) holding in excess of 50% of the original instrument and any other Holder shall be entitled to notice of and to participate in the registration. If, use its best efforts at any time that the Company is required to effect within 90 days of file a registration statement hereunder, or any such request or as soon as practicable thereafterregistration statement is effective, the Board of Directors of the Company determines, in good faith, that a sale of Common Stock pursuant to the registration under statement would require disclosure of material information which the Securities Act Company has a bona fide business purpose for preserving as confidential, the Company shall not be required to file such registration statement, or may suspend the effectiveness of all Registrable Securities which an effective registration statement, during the time such Holders request to be registeredrestriction is advisable; provided, providedhowever, that the delay in filing of any such registration statement which does not result in or the effective registration suspension of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted statement shall not exceed a period of six (6) months from 120 consecutive days. In the initial effective date thereofevent the effectiveness of a registration statement is suspended, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) time that the Company file one or more post-effective amendments is required to the keep such registration statement referred to therein so as to extend effective shall be extended by the number of days the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "was suspended.

Demand Registration. (a) If at At any time on and from time to time ------------------- commencing one year after the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file has had a registration statement become effective and has become a reporting company under the Securities Exchange Act covering of 1934, as amended (the registration "Exchange Act"), any one or more of Registrable Securities held by them, then the Company shallHolders, subject to the limitations of this Section 2set forth below, use its best efforts may request the Company to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of some or all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under their Li Shares in accordance with this Section 2(a(a "Registration Demand"). (b) In addition to; provided that, and not in limitation of -------- notwithstanding the foregoing, if the Executive may request the Company shall receive to effect a written request from registration in accordance with this Section at any of the Holders aforementioned in Section 2(a) that time commencing six months after the Company file one or more post-effective amendments to the has had a registration statement referred to therein so as to extend become effective and has become a reporting company under the effectiveness Exchange Act. The Registration Demand shall specify whether the Holder(s) desires an underwritten offering or a shelf registration. The Company will promptly, but in any event within 20 days, give written notice of such requested registration statement beyond and the six-month period referred intended method of distribution thereof to in Section 2(a), then all Holders and thereupon the Company shall will use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of (i) the Li Shares which the Company has been requested to register and (ii) all Registrable Securities other Li Shares which the Company has been requested to register by Holders thereof by written request given to the Company within 30 days after the giving of such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested written notice by the aforementioned HoldersCompany. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingThereafter, they shall so advise the Company as will use its best efforts to keep the registration statement current and effective for a part period (the "Registration Demand Period") of their request made pursuant not less than six (6) months with respect to this Section 2. The Holders shall a Registration Demand in connection with an underwritten public offering and nine (together 9) months with respect to a Registration Demand in connection with a shelf registration; provided, however, that the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall not be obligated to -------- ------- effect one any registration pursuant to under the Securities Act under this Section 2(a) 2 except in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "following provisions:

Demand Registration. (a) If at any time on and after The Company agrees to file within 30 days of the Closing Date, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a Investor one "shelf" registration statement on any appropriate form pursuant to Rule 415 under the Securities 1933 Act covering and/or any similar rule that may be adopted by the registration of Registrable Securities held by them, then the Company shall, subject SEC with respect to the limitations of this Section 2, Registerable Securities (the "Shelf Registration"). The Company agrees to use its best efforts to effect within 90 days of such request or have the Shelf Registration declared effective as soon as reasonably practicable thereafterafter such filing, and to keep the registration under Shelf Registration continuously effective (i) for a period of three (3) years with respect to the Securities Act Warrant Stock (or, if for any reason the effectiveness of all Registrable Securities the Shelf Registration is suspended, such period shall be extended by the aggregate number of days of each such suspension), following the date on which such Holders request to be registeredthe Shelf Registration is declared effective; PROVIDED, providedHOWEVER, that the filing of any registration statement which does not result in the effective registration of all effectiveness of the Registrable Shelf Registration may be terminated earlier with respect to any issue of securities if and to the extent that none of the securities of such issue registered therein are Restricted Securities for which a demand has been made or are outstanding. The Company further agrees if necessary, to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the 1933 Act or the rules and regulations thereunder, and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed Company agrees to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments furnish to the registration statement referred to therein so as to extend the effectiveness holders of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing Registerable Securities copies of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred supplement or amendment prior to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together being used and/or filed with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereofSEC. The Company agrees to pay all of its Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. The holders of the Registerable Securities to be registered shall be obligated to file as many post-effective amendments pay, PRO RATA, all underwriting discounts and commissions or placement fees of any investment banker or bankers and/or manager or managers used in connection with the sale of their Registerable Securities pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "the Registration Statement.

Demand Registration. (a) If at At any time on from and after the Closing DateEffective Date and subject to the other provisions of this Section 2, the Company shall receive after receipt of a written request from Holders of at least 25% of a Holder (the Registrable Securities then outstanding "INITIATING DEMAND HOLDER") requesting that the Company file effect a registration statement (a "DEMAND REGISTRATION") under the Securities Act covering all or part of the registration of Registrable Securities held by themsuch Holder, then which specifies the intended method or methods of disposition thereof, the Company shallwill promptly notify all Holders in writing of the receipt of such request and each such Holder, subject in lieu of exercising its rights under Section 3 hereof, may elect (by written notice sent to the limitations Company within 20 days from the date of such Holder's receipt of the aforementioned Company's notice) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder will specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon the Company will promptly file with the SEC and use its best efforts to effect within 90 days of such request or cause to be declared effective as soon as practicable thereafterpracticable, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any a registration statement which does not result in the effective registration of (a "DEMAND REGISTRATION STATEMENT") relating to all of the Registrable Securities for which a demand the Company has been made and so requested to register by such Holders ("PARTICIPATING DEMAND HOLDERS") for sale, to the continuing effectiveness of such registration for an uninterrupted period of six extent required to permit the disposition (6) months from in accordance with the initial effective date intended method or methods thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (bas aforesaid) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding so registered; provided, however, that the Company file a registration statement under the Securities Act covering the registration aggregate number of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request requested to be registeredregistered by all Participating Demand Holders will have an aggregate value of at least $2,000,000, and based on the closing trading price of the Common Stock on the date the demand to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "such Demand Registration Statement is made.

Demand Registration. (a) If at At any time beginning one year from the date hereof, on and after one occasion only, upon request by at least 50% of the Closing Dateregistered holders of common stock acquired upon conversion of the Preferred Stock (such shares of common stock referred to herein as the "Registrable Stock"), the Company shall receive a written request from Holders will promptly take all necessary steps to register or qualify the sale of at least 25% of such shares by the Registrable Securities then outstanding that holders thereof on the Company file a applicable registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration form under the Securities Act of all Registrable Securities which 1933 and such Holders request to be registered, state laws as such holders may reasonably request; provided, however, that (i) the Company shall not be required to include any such shares of Common Stock in any such registration for any holder who is able to sell all shares of Common Stock owned by such holder during the three-month period beginning on the date such registration is requested by such holder, without compliance with the registration requirements of the Securities Act pursuant to Rule 144(k) under the Securities Act; and (ii) the Company may, on not more than one occasion, delay the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 22.1 to a date not more than 90 days following the date of such request if in the reasonable opinion of the Company at the time of such request such a delay is necessary in order not to significantly adversely affect financing efforts then underway at the Company. The Holders shall (together with costs and expenses directly related to any registration requested pursuant to this section, including but not limited to legal fees of the Company's counsel, audit fees, printing expense, filing fees and fees and expenses relating to qualifications under state securities or blue sky laws incurred by the Company as provided in Section 3) enter into an shall be borne entirely by the Company; provided, however, that the persons for whose account the securities covered by such registration are sold shall bear the underwriting agreement in customary form with a mutually acceptable underwriter or underwriterscommissions applicable to their shares and fees of their legal counsel. Notwithstanding any other provision of this Section 2, if If the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares holders of Registrable Securities of Stock are the Holders that may be only persons whose shares are included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) this section, such holders shall bear the expense of inclusion of audited financial statements in accordance with the terms thereofregistration statement which are not dated as of the Company's normal fiscal year or are not otherwise prepared by the Company for its own business purposes. The Company shall be obligated to file as many post-keep effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) maintain any registration, qualification, notification or approval specified in this paragraph for such period as may be necessary for the holders to dispose of such securities (not to exceed 180 days) and, from time to time shall amend or supplement, at the holder's expense, the prospectus or offering circular used in connection therewith to the extent necessary in order to comply with applicable law. The managing underwriter of an offering registered pursuant to this Section 2.1, if any, shall be selected by the holders of a majority of the Registrable Stock for which registration has been requested by Holders and shall be reasonably acceptable to the Company. Without the written consent of the holders of a majority of the Registrable Stock for which registration has been requested pursuant to this Section 2.1, neither the Company nor any other holder of securities of the Company may include securities in accordance therewith. Section 3. "such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Registrable Stock.

Demand Registration. (a) If a. The Company covenants and agrees that at any time after receipt of a written request (a "Demand Registration Request") from the holders of this Warrant and the Other Warrants and/or holders of Shares (this Warrant, the Other Warrants, and the Shares are referred to herein, collectively, as the "Securities") (hereinafter, the "Securityholders") constituting at least fifty percent (50%) of the Securities outstanding on such date (determined on an as-exercised basis) and after then eligible for inclusion in a registration pursuant to this Section 9.1, stating that the Closing DateInitiating Securityholders (as defined below) desire and intend to transfer all or a portion of the Securities held by them under such circumstances, the Company shall receive a written request from Holders of at least 25% give notice (the "Registration Notice") to all of the Registrable Securityholders within fifteen (15) days of the Company's receipt of such registration request, and the Company shall cause to be included in such requested registration all Securities then outstanding requested to be included therein by any such Securityholder within fifteen (15) days after such Registration Notice is effective (subject to the provisions of the final sentence of this Section 9.1(a)). After such second 15-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Act and remain effective for one hundred and twenty (120) days or such shorter period as may be required if all such Securities covered by such registration statement are sold prior to the expiration of such 120-day period; provided that the Company file shall not be obligated to effect any such registration pursuant to this Section 9.1 (i) after the Company has effected two (2) such registrations pursuant to this Section 9.1 or (ii) after the fifth anniversary of the Date of Grant (provided that a registration statement effective on or before such anniversary date shall remain effective for the full 120-day period (or such shorter period) as is provided for in this sentence above). Each Securityholder making a demand for registration under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject this Section 9.1 is referred to the limitations herein as an "Initiating Securityholder." For purposes of this Section 29, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the a registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file have been effected unless a registration statement under with regard thereto has been declared effective and remained effective for a period of one hundred and twenty (120) days (or such shorter period as is permitted in the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations second sentence of this Section 29.1). The foregoing notwithstanding, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, in the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means event of an underwriting, they shall so advise the Company as a part of their request made underwritten offering pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 29.1, if the managing underwriter advises of such offering shall advise the Holders Securityholders in writing that marketing factors require that, in its opinion, the distribution of a limitation specified portion of the number of shares securities requested to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in the registration shall be so limited included in the following order: (i) first, all of the Securities requested to be included therein by the Initiating Securityholders, (ii) second, the Securities requested to be included therein by the other Securityholders, pro rata. rata among such Securityholders according to the number of Securities requested to be included by each such Securityholder requesting inclusion therein, and (eiii) The third, the securities the Company shall proposes to include therein and (iv) fourth, such other securities requested to be obligated included therein, pro rata among the holders of such other securities according to effect one registration pursuant the number of securities requested to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested included by Holders in accordance therewith. Section 3. "each such holder requesting inclusion therein.

Demand Registration. (a) If at Any "Majority Holder" (as such term is defined in Section 5.1(b) hereof) shall have the right, upon one (1) occasion any time on and after the Closing Datefirst anniversary of the Grant Date and prior to the fifth anniversary thereof, to demand (a "Demand Registration Request") that the Company, at its own expense, for the benefit of such Holders, and with respect to the Registrable Securities (i) file with the Securities and Exchange Commission (the "Commission") within sixty (60) days a registration statement covering the issuance by the Company of the Warrant Shares, provided, however, if the Company has had an effective registration statement outstanding within the three month period prior to the Demand Registration Request, the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file within ninety (90) days a registration statement covering the issuance by the Company of the Warrant Shares and (ii) use its reasonable efforts to cause such registration statement to be declared effective under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act possible thereafter in order to permit a public offering and sale of all Registrable Securities which such Holders request underlying shares and to be registered, provided, that the filing of any keep such registration statement which does not result in the effective registration of all of the Registrable Securities effect for which a demand has been made and the continuing effectiveness of such registration for an uninterrupted period of six (6) months from or until such time as all of the initial effective date thereofWarrant Shares have been transferred, shall not be deemed to fulfill the Company's obligations under this Section 2(a)whichever is earlier. (b) In addition to, and not in limitation of Notwithstanding the foregoing, if in the event the Company shall receive has filed a written request from any registration statement relating to an underwritten public offering of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments its securities prior to the registration statement referred exercise of a Demand Registration Request, then the holders agree not to therein so as to extend exercise a Demand Registration Request until the effectiveness earlier of (i) 90 days from the date such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. is filed or (cii) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of such registration statement. Also notwithstanding the registration statement referred to foregoing, in Section 2(a), the event the Company shall receive is engaged in a written request from Holders transaction involving a merger or acquisition which requires the filing of at least 25% financial statements with the Commission, then the holders agree that a Demand Registration Request will not be effective for 75 days following the consummation of the Registrable Securities then outstanding such transaction, provided that the Company file a registration statement under the Securities Act covering the registration gives written notice of Registrable Securities held by them, then the Company shall, subject such transaction to the limitations of this Section 2, use its best efforts to effect holders within 90 five (5) business days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) in accordance with the terms thereof. The Company shall be obligated to file as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "Demand Registration Request.

Demand Registration. (a) If 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time on and or from time to time after the earlier of (i) one (1) year after the Closing DateDate and (ii) completion of a Qualified IPO, Holders holding fifty percent (50%) or more of the then outstanding Registrable Securities may request in writing that the Company shall receive effect a written request from Holders Registration for an anticipated gross proceeds of at least 25% US$5,000,000 to the Company from the Registration in any jurisdiction in which the Company has had a registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such Registration on the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by Company) of all or part of the Registrable Securities then outstanding that the Company file a Securities, including without limitation any registration statement filed under the Securities Act covering providing for the registration of Registrable Securities held of, and the sale on a continuous or delayed basis by themthe Holders of, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission on Form F-1 or Form S-1 (or any comparable form for which Registration in a demand has been made and jurisdiction other than the continuing effectiveness United States, if applicable). Upon receipt of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed to fulfill the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation of the foregoing, if the Company shall receive a written request from any of the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a)request, the Company shall receive a (a) promptly give written request from notice of the proposed Registration to all other Holders of at least 25% of and (b) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities then outstanding that specified in the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by themrequest, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2. The Holders shall (together with the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Holders that may Company’s delivery of written notice, to be included Registered and/or qualified for sale and distribution in the underwriting shall be so limited pro ratasuch jurisdiction. (e) The Company shall be obligated to effect one registration no more than two (2) Registrations pursuant to this Section 2(a) in accordance with the terms thereof. The Company 2.1 that have been declared and ordered effective, and shall not be obligated to file as many post-effect a Registration within one year following the effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "date of the Company’s IPO.

Demand Registration. (a) If at any time on Subject to the terms and conditions of this Agreement, from and after the Closing Registration Rights Commencement Date, the Company shall receive each Shareholder may make a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the for registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all or part of the Registrable Securities for which beneficially or of record owned by it or any Affiliate of it (a demand has been made and "Demand Registration"); provided that the continuing effectiveness of such registration for an uninterrupted period of six (6) months from the initial effective date thereof, Company shall not be deemed obligated (i) to fulfill effect more than one Demand Registration for each Shareholder unless the Company qualifies and is entitled to use a Registration Statement on Form S-3 in which case each Shareholder shall be entitled to a total of three Demand Registrations, (ii) to effect a Demand Registration for less than 500,000 shares of ITI Class A Common Stock, (iii) to effect a Demand Registration if such written request is given after December 9, 1998, (iv) to effect a Demand Registration for any Registrable Securities if, in the written opinion of counsel to the Company's obligations under this Section 2(a). (b) In addition to, and not in limitation such Registrable Securities could, within three months of the foregoing, if date of a Shareholder's request but based on the Company shall receive a written request from any of facts and circumstances known at the Holders aforementioned in Section 2(a) that the Company file one or more post-effective amendments to the registration statement referred to therein so as to extend the effectiveness date of such registration statement beyond the six-month period referred to in Section 2(a)request, then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, be publicly offered and not in limitation of the foregoing Sections 2(a) and 2(b), if at any time on and after the Closing Date and following the effective date of the registration statement referred to in Section 2(a), the Company shall receive a written request from Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days of such request or as soon as practicable thereafter, the sold without registration under the Securities Act (and such Shareholder shall provide such information as counsel to the Company shall reasonably request in connection with such opinion), (v) to effect a Demand Registration if a Demand Registration has been effectuated within the prior 6 months, (vi) to effect a Demand Registration during the period commencing on the date of all Registrable Securities delivery of the Incidental Registration Notice (as defined below) and ending on the earlier of the 20th day after the effectiveness of the registration statement with respect to which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by Incidental Registration Notice relates or the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise date the Company as abandons plans to pursue the registration contemplated by such registration statement, (vii) to effect a part of their request made pursuant to this Section 2. The Holders shall (together with Demand Registration during a period in which the Company as provided would be required to undertake an audit in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares order to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included have available 3 for inclusion in the underwriting shall be so limited pro rata. (e) The Company shall be obligated to effect one registration pursuant to Section 2(a) statement current financial statements as required in accordance with the terms Securities Act, unless the selling Shareholder undertakes to bear the costs of such audit, or (viii) to register the shares of any Shareholder Affiliate not a party hereto unless such Affiliate shall agree in writing reasonably satisfactory to the Company to be bound by the provisions of this Agreement relating to such registration as if such Affiliate were a Shareholder hereunder. Such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall be obligated to file A registration will not count as many post-effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "a Demand Registration until it has become effective.

Demand Registration. (a) If Subject to the qualifications set forth in this Section 6(b), a Majority of the Holders shall have the right, at any time on and from time to time, but not earlier than the Commencement Date or later than the Expiration Date, to make 5 written request of the Company to register under the Securities Act and the Regulations all or any portion of the Registrable Securities. Promptly after the Closing Datereceipt of a request for registration pursuant to this Section 6(b), the Company shall receive a written request from notify all other Holders of at least 25% such request and shall include in the registration effected hereunder such Registrable Securities as any other Holder shall request within 15 days after such notice. As soon as reasonably practicable after receipt of the Registrable Securities then outstanding that original request, the Company shall file with the SEC a registration statement under the Securities Act covering for the registration of Registrable Securities held by them, then the Company shall, subject Subject Stock for sale to the limitations of this Section 2, public and use its reasonable best efforts to effect within 90 days of cause such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, provided, that the filing of any registration statement which does not result in the effective registration of all of the Registrable Securities for which a demand has been made and the continuing effectiveness of to become effective. The Company is obligated to effect only one such registration for an uninterrupted period of six (6) months from the initial effective date thereof, shall not be deemed pursuant to fulfill the Company's obligations under this Section 2(a6(b). (b) In addition to, and not in limitation of Notwithstanding the foregoing, if the Company shall receive a written request from any furnish to each of the Holders aforementioned in Section 2(a) that a certificate signed by the Chief Executive Officer of the Company file one or more post-effective amendments stating that in the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the Company and its shareholders for such a registration statement referred to therein so be filed (other than as to extend the effectiveness of such registration statement beyond the six-month period referred to in Section 2(a), then the Company shall use its best efforts to effect as soon as practicable the filing of any such post-effective amendment. (c) In addition to, and not in limitation a result of the foregoing Sections 2(a) time and 2(b), if at any time on and after the Closing Date and following the effective date of expense involved in the registration statement referred to in Section 2(aprocess), the Company shall receive have the right to defer such filing for a written request from Holders period of at least 25% not more than 90 days after receipt of the Registrable Securities then outstanding request to effect such a registration; provided, however, that the Company may not utilize this right more than once; and provided, further, that the Holder who made such written request to effect such registration, may, at any time in writing during the period of the deferral, withdraw the request for such registration and thereby preserve the right provided in this Section 6(b) to request such registration on a subsequent occasion. At any time prior to the effectiveness of a registration statement filed pursuant to this Section 6(b), the Holders of a majority of the Subject Shares covered thereby may instruct the Company to withdraw the registration statement. If following any such withdrawal, the Holders shall reimburse the Company for all out-of-pocket expenses incurred by it in connection with the registration, including expenses incurred in withdrawing the registration statement, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering the registration of Registrable Securities held by them, then the Company shall, subject to the limitations of this Section 2, use its best efforts to effect within 90 days 6(b) on a subsequent occasion. In connection with any offering of such request or as soon as practicable thereafter, the registration under the Securities Act of all Registrable Securities which such Holders request to be registered, and to file as soon as practicable any and all post-effective amendments thereto which may be requested by the aforementioned Holders. (d) If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made Subject Stock registered pursuant to this Section 2. The Holders shall (together with 6(b), the Company as provided in Section 3) enter into an underwriting agreement in customary form with a mutually acceptable underwriter or underwriters. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities of the Holders that may be included in the underwriting shall be so limited pro rata. (e) The Company shall be obligated agrees not to effect one registration pursuant to Section 2(a) in accordance with any public sale or distribution of Common Stock for the terms thereof. The Company shall be obligated to file as many postseven-day period preceding, and the 90-day period beginning on, the effective amendments pursuant to Section 2(b) and to effect as many registrations pursuant to Section 2(c) as may be requested by Holders in accordance therewith. Section 3. "date of such registration.