Common use of Demand Registration Clause in Contracts

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on any one occasion after Subject to the earlier restrictions contained in this Section 2, Holders holding at least 75% of the Initial Public Offering or two (2) years from aggregate number of Warrant Shares that are issuable upon the date exercise of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority all of the Registrable Warrants may request the registration the Warrant Shares under the Securities shall notify Act, and under the Company in writing that it securities or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTblue sky laws of any jurisdiction designated by such Holders. EXECUTION COPY Registrable Securities for public saleNotwithstanding the foregoing, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not only be required to effect more than one registration pursuant to under this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not 2.1. A request for a registration under this Section 3, if 2.1 shall specify the Holders of Registrable Securities are unable to include in any such Registration Statement all amount of the Registrable Securities initially requested for inclusion in such Registration StatementWarrant Shares proposed to be sold, either as a result the intended method of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion disposition of the underwriters Warrant Shares and the jurisdictions in which registration is not likely to) constitute desired. Upon such a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofrequest, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, Warrant Shares that the Holders have demanded to be registered. Within fifteen (15) days after the receipt of the request, the Company shall give written notice of the request to all other Holders and include in the registration all Warrant Shares held by a Holder from whom or which the Company has received a written request for inclusion in the registration at least ten (10) days prior to the filing of the registration statement. Each request will not also specify the number of Warrant Shares to be required registered, the intended method of disposition of the Warrant Shares and the jurisdictions in which registration is desired. The Company shall be entitled to effect a include in any registration statement and offering made pursuant to this Section 4 unless the Holder or Holders are requesting registration of 2.1, authorized but unissued shares of Registrable Securities having an aggregate expected public offering price (before deduction Common Stock or shares of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received Common Stock held by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Companyas treasury shares; provided, howeverthat such inclusion shall be permitted only to the extent that it is provided for in and subject to the terms of the underwriting agreement or arrangements, if any, entered into with respect to the Registration Statement. Notwithstanding anything else to the contrary contained herein, in the event that the number of Registrable Shares being registered must be reduced pursuant to Sections 2.3 or 2.5 hereof, any such reduction shall be accomplished by first reducing the number of Purchased Shares, if any, that are being registered on a pro rata basis until such number reaches zero and then by reducing the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations number of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to Warrant Shares that are being registered on a Registration Statement on Form S-3pro rata basis.

Demand Registration. If on any one occasion after (a) The Holders shall have the earlier right, following the Effective Date, by written notice (a "Demand Notice") given to HLI, to request HLI to register under and in accordance with the provisions of the Initial Public Offering Securities Act all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority any portion of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt designated by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationHolders; provided, however, that the Company aggregate number of Registrable Securities requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall use its best efforts in good faith to cause be at least 5,000,000. Upon receipt of any such Registration Statement Demand Notice, HLI shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that include Registrable Securities held by them in the case of any proposed registration initiated by submitting their own Demand Notice. In the Company event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in response to the exercise of demand registration rights of other stockholders of the Company, such offering advise in writing the Holders of Registrable Securities shall have been able to include be included in such registration all offering that the total number of Registrable 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 Securities requested to be sold), then the amount of Registrable Securities to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Securities to be registered by each such Holder. The Holders as a group shall be entitled to (i) unlimited Demand Registrations prior to the Holders for inclusion in such registration pursuant Trigger Date and (ii) three Demand Registrations following the Trigger Date, less any Demand Registrations effected prior to Section 2 above. A registration requested the Trigger Date, each pursuant to this Section 3 shall not be deemed to have been effected (i5.01(a) unless a any Demand Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain become effective or is not maintained for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed (whether or not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of salecontinuous) of at least $500,000. The Company 120 days (or such shorter period as shall not be obligated or required to effect a registration pursuant to this Section 4 during terminate when all the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registrable Securities covered by such Demand Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; providedsold pursuant thereto), however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of which case the Holders of Registrable Securities will be entitled to an additional Demand Registration pursuant to a Registration Statement on Form S-3hereto.

Demand Registration. (a) If on at any one occasion after time following the earlier third anniversary of the Initial Public Offering IPO Date, Lazard Ltd shall receive a written request (a “Demand Notice”) from a Covered Person or two group of Covered Persons (2a “Demand Requesting Covered Person”) years from that Lazard Ltd effect the registration under the Securities Act of all or any portion of such Covered Person’s Registrable Securities (including any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Demand Registration) representing Registrable Securities requested to be included in such registration equal to or in excess of the Minimum Demand Number (including, for purposes of calculating the Minimum Demand Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Demand Registration) as of the date on which the Demand Registration is made (a “Demand Registration”), specifying the intended method of disposition thereof, then Lazard Ltd shall use its reasonable best efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 4.2(d) and Section 4.3 and such Demand Requesting Covered Person’s compliance with its obligations under the other applicable provisions of this Agreement (including an occasion of Article IV, the registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority under the Securities Act of the Registrable Securities shall notify for which such Demand Requesting Covered Person has requested registration under this Section 4.2, all to the Company extent necessary to permit the disposition (in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, accordance with the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10intended methods thereof as aforesaid) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) so to be registered under registered. Upon the receipt of a Demand Notice, Lazard Ltd shall promptly give written notice to all other holders of Registrable Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares such Demand Registration is to be sold effected. Lazard Ltd shall include in such Demand Registration such Registrable Securities for which it has received written requests by it or any stockholders such other than holders within fifteen (15) days after the Holders delivery of the written notice to such other holders, and such other holders that submit such written requests for inclusion in any registration requests pursuant to this Section 3, the Demand Registration within such registration fifteen (15) day period shall be deemed to have been a registration under Section 2 be included in the definition of this Agreement“Demand Requesting Covered Person” (provided that, and not a registration under this Section 3for the avoidance of doubt, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in of such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company holders shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or included in the opinion calculation of Minimum Demand Number with respect to such Demand Registration). Notwithstanding the underwriters is not likely to) constitute a Qualified Public Offering; or (b) foregoing, any Demand Notice submitted during the any “blackout” period commencing on the Company's filing of, of Lazard Ltd applicable to its directors and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 executive officers shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by delivered until the Commission or (ii) if first Business Day following the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect earlier to an underwritten offering of Registrable Securities, until 45 days after the commencement occur of the distribution by the holders expiration of the Registrable Securities included in (x) such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 periods and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price y) thirty (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (12030) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account beginning of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to period (and this restriction on submission of Demand Notices shall not be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at for more than thirty (30) days in any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3ninety (90) day period).

Demand Registration. If on at any one occasion after time the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities Purchaser shall notify request the Company in writing that it or they intend (each, a "Demand"), to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered register under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders specified number of Registrable Securities are unable to include in any such Registration Statement all of the (including Registrable Securities initially requested for inclusion in such Registration Statementto be used to settle a Derivative Security), either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities which the Company has been so requested to register as soon as reasonably practicable so as to permit the Holder or Holders sale thereof, and in connection therewith shall specifyprepare and file a Registration Statement with the SEC under the Securities Act to effect such registration; provided, however, that each such request shall (i) specify the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration number of shares of Registrable Securities having an aggregate expected public offering price intended to be offered and sold, (before deduction ii) describe the nature or method of underwriting discounts the proposed offer and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofsale thereof, and ending on (iii) contain the date one hundred undertaking of the Purchaser to provide all such information and twenty (120) days following 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 desired acceleration of the effective date ofof such Registration Statement. Except as provided in the following sentence, 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 pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received filed by the Company after pursuant to the Company shall have given to all Holders exercise of Registrable Securities a written notice stating the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is commencing an underwritten registration initiated defined in each of the Registration Rights Agreement between the Company and Bell Xxxantic Corporation, dated February 2, 2000 (xxx "Xxxx Xxxxxxxx Xxxeement") and the Registration Rights Agreement between the Company and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement filed by the Company; provided, however, that Company pursuant to the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations exercise of the Company Purchaser's rights under this Section 4 shall expire at 2.01 of this Agreement, provided, that, so long as this Agreement or any time after successor agreement remains in full force and effect (a) such registrations are effected in accordance with the Company has effected three registrations for the benefit terms of Section 2.2(b) of the Holders Bell Xxxantic Agreement or Section 2.2(b) of Registrable Securities pursuant the C&W Agreement, as the case may be, and (b) neither Section 2.2(b) of the Bell Xxxantic Agreement nor Section 2.2(b) of the C&W Agreement is modified or amended in a manner that is adverse to a Registration Statement on Form S-3the Purchaser without the prior written consent of the Purchaser.

Demand Registration. If on (a) At any time (i) after the ------------------- lock-up period established at the time of an initial public offering of securities of the Company and for a period of one occasion after year thereafter, upon the written request of the GE Partnership (the "Exclusive Demand Right"), and (ii) following the earlier of the Initial Public Offering expiration of such one year period and the consummation of a registration of Registrable Securities following the Exclusive Demand Right, upon the written request of the GE Partnership, GDLP, GDLP II or two a Majority of Other Initiating Holders (2) years from the date GE Partnership, GDLP and GDLP II collectively and a Majority of this Agreement (including Other Initiating Holders, each, an occasion "Initiating Holder"), the Company shall use its best efforts to effect the registration of registration on Form S- 1 all or its then equivalent) one or more Holders part of at least a majority such holder's Registrable Securities under the Securities Act as described below. Such request shall state the intended method of disposition by such holder of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, and the Company will so notify promptly give written notice of such requested registration to all Holders holders of Registrable Securities, including all Holders who have a right to acquire Registrable SecuritiesSecurities and the Notes. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the The Company will use its best efforts to cause effect such registration of (i) the Registrable Securities which the Company has been so requested to register for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which shall have, within 30 days after the receipt of such written notice from the Company, made written request (stating the intended method of disposition of such securities by such holders) to the Company for registration thereof, all to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such holders of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) so to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationregistered; provided, however, that the Company shall use its best efforts in good faith not be obligated to cause effect any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to this Section 2 above. A registration requested 5.1, (w) pursuant to this Section 3 a request by the GE Partnership at any time subsequent to (i) the third such registration made pursuant to a request by the GE Partnership following exercise by the GE Partnership of its Exclusive Demand Right or (ii) the fourth such registration made pursuant to a request by the GE Partnership if the Exclusive Demand Right was not exercised by the GE Partnership or (x) pursuant to a request by GDLP or GDLP II at any time subsequent to the fourth such registration made pursuant to a request by GDLP or GDLP II collectively or (y) pursuant to a request of any Initiating Holder other than the GE Partnership or GDLP or GDLP II at any time subsequent to the second such registration made pursuant to a request by such Initiating Holder or (z) where all shares requested to be included therein do not exceed in the aggregate, 5% of the fully diluted shares of Common Stock; provided, however that a demand right shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested exercised pursuant to this Section 3 is deemed 5.1 unless a registration statement shall have become effective with respect to at least 85% of all shares requested to be included therein by the party requesting such demand and not to have been effected as provided hereininterfered with by any order or requirement of the Securities and Exchange Commission or any other governmental agency or any court. The Company, then after consultation with the Company holders requesting any registration pursuant to this paragraph, shall continue select the underwriter or underwriters of recognized standing to be obligated used in connection with any public offering of securities registered pursuant to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specifythis paragraph; provided, however, -------- ------- that so long as the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder GE Partnership or Holders are requesting registration of shares of FUCP shall hold any Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofSecurities, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 each shall have been received by the right, in its sole discretion, to approve of any underwriter in which General Electric Company after the Company shall have given to all Holders or First Union Corporation, as applicable, has a direct or indirect interest of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-35% or more.

Demand Registration. If on any one occasion after Subject to the earlier conditions of this Section 2, following demand by the Investors holding at least seventy-five percent (75%) of the Initial Public Offering or two Issuable Shares (2assuming the exercise of the Warrants) years from that the date of this Agreement (including an occasion of Company file a Registration Statement covering the registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify (the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale“Initial Demand Request”), the Company will so notify all Holders of Registrable Securitiesshall, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after of the receipt thereof, give written notice of such request to all Investors (the “Registration Notice”). Upon written notice received by such Holder from the Company within ten (10) days of such notificationthe mailing of the Registration Notice from Investors requesting that their respective Registrable Securities be registered pursuant to the Registration Statement (the “Additional Demand Requests”), the Company shall use its commercially reasonable efforts to file, as soon as practicable and in any event within 60 days of receipt of the Additional Demand Requests, a Registration Statement covering the resale of Registrable Securities that the Investors request to be registered pursuant to this Section 2 (a “Demand Registration”). Notwithstanding the foregoing, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not in no event be required to effect more than one registration Demand Registration in total. The Company’s obligation pursuant to this Section 3; provided2 is conditioned upon the Investors providing the information contemplated in Section 5. Subject to any SEC comments, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all shall include the plan of distribution attached hereto as Exhibit A (the “Plan of Distribution”). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities initially requested for inclusion Securities. Except as expressly provided in the Purchase Agreement, such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company Statement shall not be obligated include any shares of Common Stock or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, other securities for the account of any other holder without the Company, or by Company in response to the exercise of demand registration rights by other stockholders prior written consent of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least Investors holding a majority of the Registrable Securities shall notify the Company in writing that it Securities. The Registration Statement (and each amendment or they intend to offer or cause to be offered Registrable Securities for public salesupplement thereto, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder request for acceleration of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of saleeffectiveness thereof) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of provided in accordance with Section 2(c) to the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant Investors and their counsel prior to a Registration Statement on Form S-3its filing or other submission.

Demand Registration. If (i) At any time on or after the date hereof, the Covered Holders, provided the registration rights hereunder have not lapsed as set forth in Section 7.6(i) hereof, may demand in writing that the Company effect a registration under the Securities Act of all or any portion of the Registrable Securities then outstanding. Without limiting the foregoing, so long as the Company is S-3 Eligible, then the Covered Holders shall also have the right, on not more than one occasion after every six months, to require the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration Company to register for offer and sale pursuant to a Registration Statement on Form S- 1 or its then equivalent) one or more Holders of at least S-3 if so requested by a majority of the Covered Holders (which majority shall be calculated based on the number of Registrable Securities shall notify held by all Covered Holders) all or a portion of the Company in writing Registrable Securities then outstanding with an expected aggregate offering price of at least $1,000,000; provided, however, that it or they intend the Covered Holders may request registration of any amount of Registrable Securities where the request relates to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY all remaining Registrable Securities for public sale, the Company will so notify all Holders purpose of sale in the manner specified in such demand. Such demand shall also specify the number of Registrable SecuritiesSecurities that the Covered Holders wish to have so registered. Each registration of Registrable Securities made pursuant to this Subsection (i) shall be a "Demand Registration." The Company shall prepare and file a registration statement on any available form of registration statement (the "Demand Registration Statement"), including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after for the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such public sale of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act soon as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3practicable; provided, however, that if the Company determines shall furnish to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders holders of Registrable Securities are unable participating in a Demand Registration (the "Participating Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, that such Demand Registration would materially and adversely affect any proposed or pending material acquisition, merger, business combination or other material transaction involving the Company and that such disclosure is not in the best interests of the Company and its shareholders, the Company shall have the right (i) to include postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness, of a registration statement, (ii) to fail to keep such registration statement Continuously Effective and (iii) not to amend or supplement the registration statement or included prospectus after the effectiveness of the registration statement; provided that no one such postponement shall exceed 90 days in any six-month period and all such Registration Statement all of postponements shall not exceed 120 days in the Registrable Securities initially requested for inclusion aggregate in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason12-month period. The Company shall not be obligated or required advise the Covered Holders of any such determination as promptly as practicable. Upon written notice from the Company to effect the Participating Holders delivered within 30 days of a demand to register Registrable Securities under this Section 7.6(a), the Covered Holders' right to demand registration pursuant to this Section 3: (a7.6(a) if the registration would shall be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) suspended during the period commencing on the Company's filing of, 7 days prior to and ending on the date one hundred and twenty (120) 90 days following the effective date of any Registration Statement pertaining to any a registration initiated by the Company, statement for the account an underwritten public offering of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Common Stock.

Demand Registration. If on (a)Subject to the terms and conditions of this Agreement, at any one occasion time after the earlier initial public offering or listing on a securities exchange of the Initial Public Offering or two (2) years from Company’s Common Units pursuant to an effective registration under the date Securities Act, the holders of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall may notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY for public sale all or any portion of their Registrable Securities for public salein the manner specified in such request. Upon receipt of such request, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company shall promptly deliver notice of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of holding Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company who shall use its best efforts in good faith then have thirty (30) days to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause of their desire to be offered Registrable Securities included in such registration. If the request for registration contemplates an underwritten public saleoffering, and the Company shall determine that state such in the written notice and in such event the right of any Person to participate in such registration can shall be effected on Form S-3 (or any similar form promulgated by conditioned upon such Person’s participation in such underwritten public offering and the Commission), inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its reasonable best efforts to file a registration to effect qualification and (but in any event no later than thirty (30) days after such request) the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act on said Form S-3 of all or such portion of Act, but only to the Registrable Securities as extent provided for in this Agreement. Notwithstanding anything to the Holder or Holders shall specify; providedcontrary contained herein, however, that the Company will not no request may be required to effect a registration pursuant to made under this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price 2 within ninety (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (12090) days following after the effective date of, any Registration Statement pertaining to any underwritten of a registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated statement filed by the Company; provided, however, that the Company shall have complied with its obligations in respect of Registrable Securities as to which registration shall have been requested. Each Holder of Registrable Securities agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use its best efforts the information contained in good faith to cause any such notice of Demand Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations without the prior written consent of the Company under this Section 4 shall expire at any until such time after as the Company has effected three registrations for information contained therein is or becomes available to the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.public generally. ​ ‌ ​ ​

Demand Registration. If on (a) At any one occasion time after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least Agreement, a majority Majority Interest of the Registrable Securities shall Investors may notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY for public sale all or any portion of their Registrable Securities for public salein the manner specified in such request. Upon receipt of such request, the Company will so shall promptly deliver notice of such request to all Persons holding Registrable Securities and who shall then have thirty (30) days to notify all Holders the Company in writing of Registrable Securitiestheir desire to be included in such registration. If the request for registration contemplates an underwritten public offering, including all Holders who have a the Company shall state such in the written notice and in such event, the right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the receipt by such Holder from inclusion of their Registrable Securities in the Company of such notification, underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to cause such expeditiously effect the registration of the all Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered whose holders request participation in such registration under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or and qualified for sale under any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationstate blue sky law; provided, however, that the Company shall use its best efforts in good faith not be required to cause any such Registration Statement effect registration pursuant to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in a request under this Section 2 more than one (1) time for the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all holders of the Registrable Securities requested as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Holders for inclusion in such Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration pursuant to Section 2 above. A registration requested statement pursuant to this Section 3 2 for a reasonable time period, provided that such postponements shall not be deemed to have been effected exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) unless the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a Registration Statement material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness (which period may be extended an additional 30 days if such deferral will materially reduce the expenses of such registration due to the elimination of the need for any special audits to be performed in connection with respect thereto such registration). A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission or (ii) if at the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement request of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specifyinitiating holders; provided, however, that if a majority in interest of the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of participating Investors holding Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofrequest, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, howeverin writing, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be withdraw a registration statement which has been filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after 2(a) but not yet been declared effective, a majority in interest of such Investors may thereafter request the Company has effected three registrations for to reinstate such Registration Statement, if permitted under the benefit Securities Act, or to file another registration statement, in accordance with the procedures set forth herein; provided however, that if the withdrawal and filing of another registration statement materially increases the Holders of Registrable Securities pursuant total expenses anticipated to a Registration Statement on Form S-3be incurred with respect to the withdrawn registration, the Investors shall share equally with the Company such increased expenses.

Demand Registration. If on any one occasion 2.3.1. From and after the earlier of the Initial Public Offering or two (2) years from date that is six months after the date of this Agreement (including an occasion of registration hereof, if the Company is not eligible to register its shares on Form S- 1 F-3, the Initiating Holders may request in writing that all or its then equivalent) one or more Holders of at least a majority part of the Registrable Securities (“Demand Shares”) held by such Initiating Holders shall notify be registered for trading on any securities exchange or quotation system on which the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTCompany’s shares are otherwise traded. EXECUTION COPY Registrable Securities for public saleWithin twenty (20) days after receipt of any such request, the Company will so notify all shall give written notice of such request to the other Holders of Registrable Securities, including Securities and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such Holders of Registrable Securities who have a right wish to acquire Registrable Securities. Upon participate in such demand registration and who provide the Company with written request of any Holder given requests for inclusion therein within ten fifteen (1015) business days after the receipt by such Holder from of the Company of such notificationCompany’s notice (“Additional Demand Shares”). Thereupon, the Company will use its best efforts shall have the registration statement become effective with respect to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possibleall Demand Shares and Additional Demand Shares. The Company shall not be required to effect more than one registration three (3) registrations under this Section 2.3.1. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3; provided2.3 or any request pursuant to Section 2.1, however, that if and the Company determines shall include such information in the written notice referred to in Section 2.1 or 2.3, as applicable. In such event, the right of any Holder to include shares to be sold by it or any stockholders other than the Holders its Registrable Securities in any registration requests pursuant to this Section 3, such registration shall be deemed conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders, such Holder and the underwriter) to have been a registration under the extent provided herein. All Shareholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters designated pursuant to Section 2 2.5 below. Notwithstanding any other provision of this Agreement, and not a registration under this Section 32.3.1, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify managing underwriter advises the Company in writing that it or they intend to offer or cause marketing factors require a limitation of the number of shares to be offered Registrable Securities for public saleunderwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first Additional Demand Shares, second, any Subscription Shares, and then, to the Company shall determine that such registration can be effected on Form S-3 extent necessary, remaining Demand Shares (or any similar form promulgated by in each case, pro rata to the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares respective number of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000requested to be registered by such Holders). The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Any Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any excluded or withdrawn from such Registration Statement to be filed and to become effective as expeditiously as underwriting shall be reasonably possible. The obligations of withdrawn from the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3registration.

Demand Registration. In the event that either of the Holders request, ------------------- but the Company does not include, that number of Registrable Shares indicated for such Holder on Schedule I hereto in a Registration Statement declared effective by the Commission in the first calendar quarter of 1998, then such Holder may request, in writing, that the Company effect a separate demand registration of that number of Registrable Shares that when added to the number of Registrable Shares sold by such Holders in any prior offering, if any, equals such number set forth on Schedule I opposite such Holder. If the Holders intend to distribute the Registrable Shares in an underwritten offering, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Holders to participate shall be conditioned on their participation in such underwriting upon the same terms and conditions. Upon receipt of any one occasion such request, the Company shall promptly give written notice of such proposed registration to all Holders (and any other person to whom the Company is obligated to provide such notice) which Holders and other persons shall have the right, by giving written notice to the Company within 30 days after the earlier Company provides its notice, to elect to have included in such registration such of their Registrable Shares or other securities as they may request; provided that if the Initial Public Offering or two (2) years from underwriter managing the date offering determines that, because of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority marketing factors all of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Shares requested to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleregistered may not be included in the offering, the Company will so notify all Holders of Registrable Securities, including then all Holders who have a right to acquire requested registration shall participate in the registration pro rata based on their total ownership of Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3Shares; provided, further, however, that if the Company determines to include any shares of Common Stock are to be sold by it or any stockholders other than the Holders included in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of any person other than the CompanyHolders, or by Company such shares shall be reduced before any reduction in response the number of Registrable Shares requested to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received be included by the Holders. The Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willshall, as expeditiously as possible, use its best efforts to effect qualification and the registration under the Securities Act on said Form S-3 of all or such portion Registrable Shares that have been the subject of the Registrable Securities as request under this paragraph and shall maintain the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration effectiveness of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations for a period of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-390 days.

Demand Registration. If on (a) At any one occasion time, and from time to time after the earlier one year anniversary of the Initial Public Offering or two (2) years from Subscription Agreement, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority in number of the Registrable Shares, shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request that the Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities shall notify the Company in writing that it Act all or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTany portion of such Holders’ Registrable Shares. EXECUTION COPY Registrable Securities for public saleUpon receipt of any such Demand Notice, the Company will so notify all Holders of Registrable SecuritiesCorporation shall promptly, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten but in no event more than five (105) business days after receipt thereof, notify each other Holder of the receipt by such Holder from the Company of such notificationDemand Notice and, subject to the Company will use its best efforts to cause such of limitations set forth below, shall include in the proposed registration all Registrable Securities as may be requested by Shares. In connection with any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect Demand Registration in which more than one registration pursuant to this Section 3; providedHolder or holders of Other Shares of the Corporation participates, howeverwhether directly or through exercise of piggyback rights, in the event that if such Demand Registration involves an underwritten offering and the Company determines to include shares to be sold by it managing underwriter or any stockholders other than the Holders underwriters participating in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if offering advise in writing the Holders of Registrable Securities are unable Shares to include be included in any such Registration Statement all offering that the total amount of Shares 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 Shares to be sold), then the number of Registrable Securities initially requested for inclusion in Shares, Primary Shares and Other Shares (which have registration rights with respect to such Registration Statement, either as offering) shall be reduced on a result of any limitation on pro rata basis (based upon the registration number of shares placed requested or proposed to be registered by each such holder and the underwriters Corporation) to a number deemed satisfactory by such managing underwriter or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofunderwriters, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement securities to be filed and to become effective as expeditiously as excluded shall be reasonably possible and provided further that determined in the case of any registration initiated by the Company sequence reflected in response Section 3(b)(A). The Holders as a group shall be entitled to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Demand Registration on Form S-3. In addition S-1, and, as a group, up to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one three Demand Registrations on Form S-2 or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commissionthereto), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that any Demand Registration that does not become effective or is not maintained for the Company will not be time period required to effect a registration pursuant to this in accordance with Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale2(c) of at least $500,000. The Company hereof shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date count as one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registrations.

Demand Registration. If on (a) At any one occasion time from and after the earlier of the Initial Public Offering or two (2) years from 180 days following the date hereof and subject to Section 2(c) hereof, after receipt of this Agreement a written request from a Holder requesting that Company effect a registration (including an occasion of registration on Form S- 1 a "Demand Registration") under the Securities Act covering all or its then equivalent) one or more Holders of at least a majority part of the Registrable Securities which specifies the intended method or methods of disposition thereof, Company shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so promptly notify all Holders in writing of Registrable Securitiesthe receipt of such request and each such Holder, including all Holders who have a right in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to acquire Registrable Securities. Upon written request of any Holder given Company within ten (10) business days after Business Days from the date of such Holder's receipt by 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 from shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon Company of such notificationshall, as expeditiously as is possible, file with the Company will SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3so registered, provided; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all aggregate value of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to registered be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000100,000,000 or include all Registrable Securities which remain outstanding at such time. The Company With respect to any Registrable Securities that are Convertible Notes, the value of such Convertible Notes shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing based on the Company's filing ofaggregate principal amount of the Convertible Notes to be so registered. With respect to any Registrable Securities that are Class A Common Stock, and ending the value of such Class A Common Stock shall be based on the closing trading price of the Class A Common Stock on the date one hundred and twenty (120) days following the effective date of, any demand to file such Demand Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3made.

Demand Registration. If on (a) At any one occasion time, and from time to time after the earlier one year anniversary of the Initial Public Offering or two (2) years from Purchase Agreement, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority in number of the Registrable Shares, shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request that the Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities shall notify the Company in writing that it Act all or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTany portion of such Holders’ Registrable Shares. EXECUTION COPY Registrable Securities for public saleUpon receipt of any such Demand Notice, the Company will so notify all Holders of Registrable SecuritiesCorporation shall promptly, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten but in no event more than five (105) business days after receipt thereof, notify each other Holder of the receipt by such Holder from the Company of such notificationDemand Notice and, subject to the Company will use its best efforts limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to cause such which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Registrable Securities as may be requested by Corporation’s notice. In connection with any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect Demand Registration in which more than one registration pursuant to this Section 3; providedHolder or holders of Other Shares or the Corporation participates, however, in the event that if such Demand Registration involves an underwritten offering and the Company determines to include shares to be sold by it managing underwriter or any stockholders other than the Holders underwriters participating in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if offering advise in writing the Holders of Registrable Securities are unable Shares to include be included in any such Registration Statement all offering that the total amount of Shares 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 Shares to be sold), then the number of Registrable Securities initially requested for inclusion in Shares, Primary Shares and Other Shares (which have registration rights with respect to such Registration Statement, either as offering) shall be reduced on a result of any limitation on pro rata basis (based upon the registration number of shares placed requested or proposed to be registered by each such holder and the underwriters Corporation) to a number deemed satisfactory by such managing underwriter or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofunderwriters, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement securities to be filed and to become effective as expeditiously as excluded shall be reasonably possible and provided further that determined in the case of any registration initiated by the Company sequence reflected in response Section 3(b)(A). The Holders as a group shall be entitled to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Demand Registration on Form S-3. In addition S-1, and, as a group, up to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one three Demand Registrations on Form S-2 or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commissionthereto), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that any Demand Registration that does not become effective or is not maintained for the Company will not be time period required to effect a registration pursuant to this in accordance with Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale2(c) of at least $500,000. The Company hereof shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date count as one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registrations.

Demand Registration. If on (a) At any one occasion after time beginning nine (9) months following the earlier closing of the Initial Public Offering IPO and until the fifth anniversary thereafter, the Initiating Holders may request in writing that all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority part of the Registrable Shares shall be registered for sale under the Securities shall notify Act. Any such demand must request the Company registration of shares in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTa minimum amount of five million United States dollars ($5,000,000). EXECUTION COPY Registrable Securities for public saleWithin twenty (20) days after receipt of any such request, the Company will so notify shall give written notice of such request to the other Holders and shall include in such registration all Holders of Registrable Securities, including Shares held by all such Holders who have a right wish to acquire Registrable Securities. Upon participate in such demand registration and provide the Company with written request of any Holder given requests for inclusion therein within ten fifteen (1015) business days after the receipt by such Holder from of the Company of such notificationCompany's notice. Thereupon, the Company will use its best efforts shall effect the registration of all Registrable Shares as to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered which it has received requests for registration for sale under the Securities Act specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 1.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 1.3, if the managing underwriter advises the Holders 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, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares required by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of the Company. The Company shall not register securities for sale for its 70 own account in any registration requested pursuant to this Section 1.3 unless permitted to do so by the written consent of Holders who hold at least seventy-five percent (75%) of the Registrable Shares as expeditiously as possibleto which registration has been requested. The Company 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 initiated after a registration requested pursuant to Section 1.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration requested pursuant to Section 1.3. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration two (2) registrations under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-31.3.

Demand Registration. If on any one occasion after (a) Upon the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder holder or holders ("Initiating Holders") of at least 175,000 shares (adjusted as provided in Section 4.1) of Registrable Stock (the "Initiating Number"), which request shall be given within ten (10) business days after during the receipt Registration Period, shall state the intended method of disposition by such Holder from Initiating Holders and shall request that the Company effect the registration of such notificationall or part of the Registrable Stock under the Securities Act, the Company will shall promptly give written notice of such requested registration to all other holders, if any, of Registrable Stock. If, after the expiration of thirty days from the mailing of such notice to the holders of Registrable Stock, the Company shall have received written requests to register a minimum of 175,000 shares of Registrable Stock (as adjusted and provided in Section 4.1) which requests shall state the intended method of disposition of such securities by such holders, the Company shall use its best all reasonable efforts to cause prepare and file with the Commission a post-effective amendment to a registration statement, a new registration statement, if then required, and such other documents, including an amended or supplemented prospectus, as may be necessary to permit a public offering and sale of such Registrable Stock in the United States in compliance with the provisions of the Securities Act, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) Stock so to be registered. If such sale of Registrable Stock is to be pursuant to an underwritten offering, the underwriter shall be selected by the Initiating Holders and shall be reasonably acceptable to the Company. If the underwriter selected determines that the number of shares so to be included is required to be limited due to market conditions or otherwise, the holders of Registrable Stock proposing to sell their shares in such underwritten registration shall share pro rata (according to the number of shares requested to be registered) in the number of shares being underwritten (as determined by such underwriter) and registered under the Securities Act as expeditiously as possiblefor their account. The Company shall not only be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-34.2.

Demand Registration. If on any one occasion after (a) Upon the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notificationHolder, the Company will use its best efforts to cause such the prompt Registration under the Securities Act, subject to the provisions of the this Section 1, of all Registrable Securities Holder has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationRegistration; provided, however, that the Company shall use not be required to -------- ------- effect such Registration unless the market value of the Registrable Securities to be sold in such Registration shall be estimated to be at least $1,000,000 at the time of filing such Registration Statement. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 1.1(a), if the Company shall furnish to Holder a certified resolution of its best efforts Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale or assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be declared Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause any such Registration Statement to be filed withdrawn and to become effective as expeditiously as the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be reasonably possible and provided further that in the case of entitled not to file any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then until such Disadvantageous Condition no longer exists (notice of which the Company shall continue promptly deliver to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the CommissionHolder), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the -------- ------- Company may not exercise such right morethan one (1) time in any twelve (12) month period. Upon receipt of any such notice of a Disadvantageous Condition, Holder will not be required to effect a registration pursuant to this Section 4 unless forthwith discontinue use of the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any disclosure document contained in such Registration Statement pertaining to any underwritten registration initiated and, if so directed by the Company, for Holder shall deliver to the account Company all copies, other than permanent file copies then in Holder's possession, of the Companydisclosure document then covering such Registrable Securities current at the time of receipt of such notice, if and, in the written request event no Registration Statement has yet been filed, all drafts of Holders for the disclosure document covering such demand registration pursuant to this Section 4 shall have been received by Registrable Securities. In the Company after event that the Company shall have given to all Holders give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate and in any event within 180 days of such notice file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 1.1(c). Holder may, at any time prior to the Effective Date of the Registration Statement relating to such Registration, revoke such request by providing a written notice stating that to the Company is commencing an underwritten registration initiated by the Companyrevoking such request; provided, -------- however, that the Company shall use its best efforts in good faith not be obligated to cause any pay the Registration ------- Expenses relating to such withdrawn Registration Statement unless Holder agrees to have such withdrawn Registration deemed to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations one of the Company under this Section 4 shall expire at any time after Registrations with respect to which the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a bears Registration Statement on Form S-3Expenses.

Demand Registration. If on any one occasion after (a) The Holders shall have the earlier right, following the Effective Date, by written notice (a "Demand Notice") given to IBC, to request IBC to register under and in accordance with the provisions of the Initial Public Offering Securities Act all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority any portion of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt designated by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationHolders; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders aggregate number of Registrable Securities requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall have been able be at least 1,000,000. Upon receipt of any such Demand Notice, IBC shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such registration all offering advise the Holders in writing of Registrable Securities to be included in such offering so that the total number of Registrable 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 Securities requested to be sold), then the amount of Registrable Securities to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Securities to be registered by each such Holder. The Holders as a group shall be entitled to (i) unlimited Demand Registrations prior to the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested Trigger Date and (ii) three Demand Registrations following the Trigger Date, each pursuant to this Section 3 shall not be deemed to have been effected (i) unless a 5.01(a). If any Demand Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain become effective or is not maintained for a period (whether or not continuous) of at least 180 120 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of (or such shorter period as shall terminate when all the Registrable Securities included in covered by such Demand Registration Statement. If a registration requested have been sold pursuant to this Section 3 is thereto), such Demand Registration shall be disregarded and deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3made.

Demand Registration. If In the event that the Shelf Registration cannot be declared effective or, if it is declared effective and is not maintained as effective for the period required by Section 1(a), (i) beginning on any one occasion after the earlier date that is the twelve-month anniversary of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 Agreement, the Purchaser shall be entitled to request the Company up to two times in writing to register for resale under the Securities Act any or its then equivalent) one or more Holders of at least a majority all of the Registrable Securities shares of Subject Stock and (ii) beginning on the date that is the forty-eight month anniversary of the date of this Agreement, the Purchaser shall notify be entitled to request the Company up to one additional time in writing to register the resale under the Securities Act of any or all of the shares of Subject Stock. In the event that it or they intend to offer or cause to the Shelf Registration can be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saledeclared effective, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right Purchaser shall only be entitled to acquire Registrable Securities. Upon written one such request of any Holder given within ten (10) business days beginning after the receipt by such Holder from period during which the Shelf Registration must be kept effective. The Company of such notification, the Company will shall use its best efforts to cause the shares of Subject Stock specified in such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) request to be registered as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Form S-3 registration statement or such other form as the Company is eligible to use (or any successor form of registration statement to such Form S-3 or other available registration statement) with the SEC under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company each such request shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by specify the Commission or number of shares of Subject Stock intended to be offered and sold, (ii) if express the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement present intention of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend 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, (iv) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be offered Registrable Securities for public sale, and required in order to permit the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of comply with all or such portion applicable requirements of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required SEC and to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration obtain any desired acceleration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date ofof such registration statement and (v) if the request is to register 1,500,000 shares of Subject Stock or more, any Registration Statement pertaining contain the undertaking of the Purchaser to any sell such securities, if possible, through an underwritten registration initiated by public offering with a nationally recognized investment bank(s) acceptable to the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on Subject to Sections 2.6, 2.7 and 2.8, if at any one occasion time after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleEffective Time, the Company will so shall receive a written request from the Holder that the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of outstanding Registrable Securities held by such Holder, then the Company shall promptly notify in writing all Similar Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securitiessuch request. Upon written request of any Holder given within ten (10) business Within 20 days after such notice has been given by the receipt by such Company, any Similar Holder from may give written notice to the Company of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such notification20-day period, the Company will shall use its reasonable best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested. If the Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as part of its request and the Company shall include such information in the written notice referred to above. The underwriter shall be selected by the Holder and shall be reasonably acceptable to the Company. In such event, the right of any Similar Holder to include his or her Registrable Shares in such registration shall be conditioned upon such Similar Holder’s participation in such underwriting and the inclusion of such Similar Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holder and Similar Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if the underwriter advises the Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders and Similar Holders of Registrable Securities as Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be requested by any Holder thereof included in the underwriting shall be allocated among all Holders and Similar Holders thereof, in proportion (including the Holder or Holders giving the initial notice of intent to offeras nearly as practicable) to be registered under the Securities Act as expeditiously as possibleamount of Registrable Shares of the Company owned by each Holder and Similar Holder. The Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be required obligated to effect more than one any registration pursuant to this Section 3; providedwithin 180 days after a Public Offering. In addition, however, that if the Company determines may postpone for up to include shares to be sold by it 90 days the filing or any stockholders other than the Holders in any effectiveness of a registration requests statement pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration request under this Section 3if the Board of Directors (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the Holders of Registrable Securities are unable Company to include engage in any such Registration Statement all acquisition or sale of the Registrable Securities initially requested for inclusion in such Registration Statementassets, either as merger, consolidation, tender offer, financing or similar transaction (a result of any limitation on the registration of shares placed by the underwriters or for any other reason“Blocking Right”). The Company may not assert a Blocking Right more than once in any twelve month period. In the event of any postponement described in this subsection the requesting Shareholders shall, upon written notice to the Company by a majority of requesting Shareholders, be entitled to withdraw such request and, if such request is withdrawn, such request shall not be obligated or required to effect count as a request for registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Section.

Demand Registration. If on (a) Subject to the provisions of Applicable Law, GSHS, SAIF and/or OCP, may each request, in writing (such requesting party or parties, the “Demanding Party”), that the Company effect a registration of all or any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority part of the Registrable Securities Shares owned by the Demanding Party and in the manner considered appropriate by the Demanding Party. If the Demanding Party intends to distribute the Registrable Shares by means of an underwriting, it shall notify so advise the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTCompany. EXECUTION COPY Registrable Securities for public saleIn the event such registration is underwritten, the Company will so notify all Holders right of Registrable Securities, including all Holders who have a right other Shareholders to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders participate in any registration requests pursuant to this Section 3, such registration shall be deemed conditioned on GSHS’s, SAIF’s and OCP’s participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Shareholders. Such other Shareholders shall have the right, by giving written notice to the Company within thirty (30) calendar days after the Company provides its notice, to elect to have been a included in such registration under Section 2 such of their Registrable Shareholders other than the Demanding Party may request in such notice of election, subject to the approval of the underwriter managing the offering. Notwithstanding any other provision of this Agreement, and not a registration under this Section 33.1, if the Holders of Registrable Securities are unable to include in any such Registration Statement all underwriter advises the Company that marketing factors require a limitation of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result number of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement securities to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided hereinunderwritten, then the Company shall continue to advise all holders of Registrable Shares which would otherwise be obligated to effect one demand registration underwritten pursuant hereto without giving effect that the number of shares that may be included in the underwriting shall be allocated to the holders of such Registrable Shares (subject to priority being given to SAIF and OCP) on a pro rata basis based on the number of Registrable Shares requested by each such holder. Any Registrable Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. Short-Form Registration on Form S-3. In addition to The Equity Shares held by the rights provided to the Holders holders of Registrable Securities in Sections 2 Shares other than SAIF and 3 hereofOCP shall be withdrawn and excluded first, if one before any shares held by SAIF and OCP shall be withdrawn or more Holders of at least excluded (on a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commissionpro rata basis). Thereupon, the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willshall, as expeditiously as possible, use its best reasonable efforts to effect qualification and the registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, Shares that the Company will not be required has been requested so to effect a register. Such registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement done on Form S-3such forms and in such manner as is considered appropriate by SAIF and OCP together.

Demand Registration. If on any one occasion after (a) Each Holder (other than Assignees) shall have the earlier right during the Registration Period, by written notice (the "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Initial Public Offering Securities Act all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority any portion of the Registrable Securities Shares designated by such Holder; PROVIDED, HOWEVER, that the aggregate value (at the respective dates of such notices) of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notice received pursuant to the following sentence shall notify be at least $ 5 million. Upon receipt of any such Demand Notice, the Company shall promptly notify each Holder (other than Assignees) of the receipt of such Demand Notice and allow him the opportunity to include Registrable Shares held by him in the proposed registration by submitting his own written notice to the Company requesting inclusion of a specified number of such Holder's Registrable Shares (the "Inclusion Notice"). In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise the Holders in writing that it the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or they intend during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to offer or cause be sold), then the amount of Registrable Shares to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to Holders shall be reduced pro rata on the exercise of demand registration rights by other stockholders basis of the Company, if the written request number of Holders for demand registration Registrable Shares to be registered by each Holder. Each Holder shall be entitled to one Demand Registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above2. A registration requested shall not count as a Demand Registration until it has become effective. It is agreed that the registration of Registrable Shares pursuant to this Section 3 an Inclusion Notice shall not be deemed to have been effected (i) unless be a Demand Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included Piggyback Registration. Nothing in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company 2(a) shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the limit any rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Section 3 hereof.

Demand Registration. If on the Company shall receive a written request from any one occasion after the earlier Holder or Holders to register all or a part of such Holder's or Holders' Registrable Securities (but not less than twenty percent (20%) of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the aggregate Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleSecurities), the Company will so notify all Holders shall, as promptly as practicable, but in no event later than ninety (90) days after the date on which the request for registration was given to the Company, prepare and file with the Commission a Registration Statement sufficient to permit the public offering and sale of such Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company and will use its best efforts through its officers, directors, auditors and counsel to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of to become effective as promptly as practicable and to maintain the Registrable Securities initially requested effectiveness thereof for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: at least nine (a9) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationmonths; provided, however, that the Company shall use its best efforts in good faith not be obligated to cause any file such a Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in covering the case Registrable Securities until six (6) months following the consummation of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of its initial public offering. Other parties, including the Company, shall be permitted to offer securities under any demand registration under this Agreement without the Holders consent of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities making such demand; provided however that (i) any reduction in the amount of securities to be included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then offering shall come from the Company shall continue securities intended to be obligated to effect one demand registration pursuant hereto without giving effect offered by parties other than the holders of the Registrable Securities, and (ii) if there is an underwriter with respect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to offering (which underwriter shall be a nationally recognized underwriter and shall be chosen by the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public saleincluded in the Registration and such underwriter shall be acceptable to the Company, and the Company shall determine that such registration can acceptance to not be effected on Form S-3 (or any similar form promulgated by the Commissionunreasonably withheld), the Company will so notify each Holder of Registrable Securitiesshall not include in such demand registration, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion any securities held by persons other than holders of the Registrable Securities as to the Holder or Holders shall specify; provided, however, extent that the Company underwriter determines such securities will not be required to effect a registration pursuant to this Section 4 unless interfere with the Holder or Holders are requesting registration successful marketing of shares of Registrable Securities having an aggregate expected public the offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000by the Investor. The Company shall not demands for Registration may be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire made at any time after the date hereof. The Company has effected three registrations shall be obligated to file two demand Registration Statements requested by the Holders (pursuant to this Section 1.2) for which all Registration Expenses incurred in connection with such Registration shall be borne by the benefit Company. A Registration Statement will not count as the one of the Holders of Registrable Securities pursuant to a two required demand Registration Statement on Form S-3Statements until it has become effective.

Demand Registration. If on any one occasion after the earlier (a) The holders of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify all Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, and Underlying Shares of the Company in writing (assuming that it or they intend all Preferred Shares are converted into Common Shares), voting as a single class, shall have the right, exercisable by giving notice to offer or cause the Company, to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, require the Company will so notify all Holders of Registrable Securities, including all Holders who have to file a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered registration statement under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if register the offer and sale of all or any portion of such holders’ (the “Rightholders”) Common Shares in the Company determines to include shares to be sold by it or any stockholders other than (a “Demand Registration”); provided that the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: 9.1 (aother than a registration on Form S-0, Xxxx X-0 or any successor form from and after the time the Company is eligible to use Form S-0, Xxxx X-0 or any successor form, as applicable, as to which the Rightholders shall have unlimited rights to require the Company to effect a registration) if on more than two occasions. In the event of such a demand, the Company and any other shareholders of the Company having registration would be rights shall have the Company's Initial Public Offering right to include in such offering authorized but unissued Common Shares and does not (or Common Shares held by such shareholders, respectively, but only to the extent that, in the opinion of the underwriters is managing underwriter(s) for such offering, the inclusion of such shares will not likely to) constitute a Qualified Public Offering; or (b) during adversely affect the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date sale of any Registration Statement pertaining to any registration initiated shares by the Company, Rightholders. The managing underwriter(s) for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 such offering shall have been received be selected by the Company after with the prior written approval of the Rightholders holding a majority of the Common Shares held by Rightholders to be offered for sale pursuant to the Demand Registration, which approval shall not be unreasonably withheld. In the event the Company has given notice to all Holders not selected an underwriter approved by such Rightholders within thirty (30) days of Registrable Securities stating that the Company is commencing Rightholders’ notice, the Rightholders holding a registration; provided, however, that majority of the Company shall use its best efforts in good faith to cause any such Registration Statement Common Shares held by Rightholders to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response offered for sale pursuant to the exercise of demand registration rights of other stockholders of Demand Registration may select the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 aboveunderwriter. A registration requested pursuant to this Section 3 The Company shall not be deemed to have been effected (i) unless a Demand Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to 9.1 unless the Rightholders shall have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders sold that number of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of shares representing at least a majority fifty percent (50%) of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 Preferred Shares (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration an equivalent number of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of saleUnderlying Shares) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated then held by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Rightholders.

Demand Registration. If on any one occasion after (i) Upon the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder holder or holders ("Initiating Holders") of at least 30% of the shares of Registrable Stock, which request shall be given within ten (10) business days after during the receipt Registration Period, shall state the intended method of disposition by such Holder from Initiating Holders and shall request that the Company effect the registration of such notificationall or part of the Registrable Stock under the Act, the Company will shall promptly give written notice of such requested registration to all other holders, if any, of Registrable Stock. If, after the expiration of thirty days from the giving of such notice to the holders of Registrable Stock, the Company shall have received written requests to register at least 50% of the shares of Registrable Stock, which requests shall state the intended method of disposition of such securities by such holders, the Company shall use its best all reasonable efforts to cause prepare and file with the Commission a registration statement and such other documents, including a prospectus, as may be necessary to permit a public offering and sale of such Registrable Stock in the United States in compliance with the provisions of the Act, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) Stock, so to be registered under (the Securities Act "Participating Holders"). If such sale of Registrable Stock is to be pursuant to an underwritten offering, the underwriter or underwriters shall be selected by the Initiating Holders and shall be reasonably acceptable to the Company. If the underwriter or underwriters selected determines that the number of shares so to be included is required to be limited due to market conditions or otherwise, the holders of Registrable Stock proposing to sell their shares in such underwritten registration shall share pro rata (according to the number of shares requested to be registered) in the number of shares being underwritten (as expeditiously as possibledetermined by such underwriter) and registered for their account. The Company shall not only be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission7(b), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on (i) At any one occasion after time during the earlier of five-year period following the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) Effective Time, one or more Holders of at least Requesting Purchasers may make a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10the "Demand Notice") business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered for registration under the Securities Act (a "Demand Registration") of any Registrable Securities (such securities are herein referred to as expeditiously as possible"Demand Securities") held by such Requesting Purchasers. The Demand Notice will specify the number of Demand Securities proposed to be sold and will also specify the intended method of disposition thereof. Once given, a Demand Notice will be irrevocable. Following receipt of a Demand Notice from such Requesting Purchasers, the Company promptly will give written notice of the requested registration to all other Purchasers, and will thereafter file a registration statement on any appropriate form which will cover (1) the Demand Securities that the Company has been so requested to register by such Requesting Purchasers, (2) all other Demand Securities that the Company has been requested to registered by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration and (3) any other securities the Company determines to register for its own account. (ii) Unless the Requesting Purchasers shall consent in writing, no party (other than the Company or any other Purchaser) shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration three Demand Registrations under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above2(a). A registration requested pursuant to this Section 3 shall 2(a) will not be deemed to have been effected (iand it shall not count as one of the three Demand Registrations) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain relating thereto has become effective for a period of at least 180 days beyond under the effective date thereof orSecurities Act; provided, with respect to an underwritten however, that if, after such Registration Statement has become effective, the offering of Registrable Securitiesthe Demand Securities pursuant to such registration is interfered with by any stop order, until 45 days after the commencement injunction or other order or requirement of the distribution by the holders of the Registrable Securities included in SEC or other governmental agency or court, such Registration Statement. If a registration requested pursuant to this Section 3 is will be deemed not to have been effected (and it shall not count as provided hereinone of the three Demand Registrations). (iii) If the Requesting Purchasers so elect, then the offering of Demand Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company shall continue and the Participating Purchasers that in their view the number of Demand Securities requested to be obligated included in such offering is sufficiently large so as to effect one demand registration pursuant hereto without giving effect to materially and adversely affect the success of such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission)offering, the Company will so notify each Holder include in such registration the aggregate number of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under Demand Securities which in the Securities Act on said Form S-3 view of all such managing underwriter or underwriters can be sold without any such portion of the Registrable Securities as the Holder or Holders shall specifymaterial adverse effect; provided, however, that the Company will not no Demand Securities may be required excluded before all securities proposed to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received sold by the Company after the Company shall and any other Person have given to all Holders of Registrable been excluded. If any Demand Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; providedare excluded, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.registration

Demand Registration. If on (a) At any one occasion time after February 9, 2000, provided the earlier Company shall not prior to such date have caused a registration statement to have been declared effective by the SEC pursuant to Section 2.02 covering all of the Initial Public Offering or two (2) years from Xxxxx Shares, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify Shareholder may require the Company in writing that it or they intend (pursuant to offer or cause a written notice to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offerCompany) to be registered effect the registration under the Securities Act as expeditiously as possibleof Xxxxx Shares of the Company other than pursuant to a registration statement on Form S-1 (a "DEMAND REGISTRATION"). The Company Such request (a "DEMAND REQUEST") by the Shareholder shall (i) specify the class and number of Xxxxx Shares which the Shareholder intends to sell or dispose of, and (ii) state the intended method or methods by which the Shareholder intends to sell or dispose of such Xxxxx Shares. In connection with any underwritten public offering, the underwriter thereof shall be selected by the Shareholder, subject to the consent of the Company, which shall not be required unreasonably withheld, Upon receipt of a Demand Request, the Company shall (as requested) cause to effect more than be filed, within thirty (30) calendar days of the date of delivery to the Company of the request, a registration statement covering such Xxxxx Shares which the Company has been so requested to register, providing for the registration under the Securities Act of such Xxxxx Shares to the extent necessary to permit the disposition of such Xxxxx Shares to be registered in accordance with the intended method of distribution specified in such request. The Shareholder shall have the right to exercise only one registration pursuant to this Section 3such Demand Registration; provided, however, that if the Company determines Shareholder shall not be entitled to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of its Xxxxx Shares in a Demand Registration, the Registrable Securities initially requested for inclusion in such Registration StatementShareholder may be entitled to make an additional Demand Request, either as a result of any limitation on notwithstanding the registration of shares placed by certain of the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration Xxxxx Shares pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3pending Demand Registration.

Demand Registration. If on (a) At any one occasion time commencing 180 days after the earlier of the ------------------- Initial Public Offering and for so long as the Company shall not be eligible to file a Registration Statement on Form F-3 (or two (2) years from any successor form relating to secondary offerings), each of the date of this Agreement (including an occasion of Holders may request, in writing, that the Company effect a registration on Form S- 1 F-1 or its then equivalentForm F-2 (or any successor form) one or more Holders of Registrable Shares held by such Holder having an aggregate offering price to the public of at least $50,000,000.00. Following receipt of any notice pursuant to this Section 2, the Company shall immediately notify all Holders from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of distribution specified in such notice from the requesting Holder or Holders, the number of Registrable Shares specified in such notice (and in all notices received by the Company from other Holders within 30 days after the giving of such notice by the Company). If such method of distribution shall be an underwritten public offering, the Holder of a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Shares to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTsold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. EXECUTION COPY Registrable Securities for If a registration pursuant to this Section 2 is, in whole or in part, an underwritten public saleoffering, the Company will so notify all shall provide such assistance with respect to the offering as may be reasonably requested by the requesting Holders or the underwriters, including, but not limited to, causing members of Registrable Securities, including all Holders who have a right the Company's senior management team to acquire Registrable Securities. Upon written request participate in "roadshow" presentations for the purpose of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such marketing of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) Shares to be registered under sold by the Securities Act as expeditiously as possibleunderwriters. The Company shall not be required to effect more than one such registration pursuant to at the request of each of the CGIP Group and the Floscule Group under this Section 32; provided, however, provided that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration -------- obligation shall be deemed to satisfied only when a Registration Statement covering all Registrable Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reasonsold pursuant thereto. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under maintain the Securities Act on said Form S-3 of all effectiveness for up to 90 days (or such portion shorter period of time as the underwriters need to complete the distribution of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration registered offering) of any Registration Statement pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-32.

Demand Registration. If on any one occasion after the earlier The Company will provide a list of the Initial Public Offering or two names, addresses and number of Warrants held of all current Holders within ten (210) years from the date days of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on one (1) separate occasion, only unless such request is withdrawn in accordance with the terms hereof. The s granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These demand registration rights may only be exercised if the holders of a majority of Warrant Shares (whether or not the Warrant Shares have been issued) (the "Majority Holders") shall give notice to the Company to the effect that holders of Warrants or Warrant Shares intend to (I) transfer all or any part of the Warrant Shares or (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of the Warrant Shares will be involved, then the Company (A) within ten (10) business days after receipt of such notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) within thirty (30) days after receipt by of such Holder notice from the Company Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all Warrant Shares the holders of such notification, which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company will use its best efforts to cause during such of the Registrable Securities as 30-day period, may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered sold under the Securities Act as expeditiously promptly as possibleis practicable thereafter. The Company shall not be required use commercially reasonable efforts to effect more than one cause any such registration pursuant to this Section 3become effective and to keep the prospectus included therein current for ninety (90) days; provided, however, that if such holders shall furnish the Company determines to include shares to be sold by it or with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing and that such holders shall comply with Section 8 of this Agreement. If the managing underwriter for any stockholders other than the Holders in any registration requests offering made pursuant to this Section 35(b) (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Warrant Shares requested to be included in such registration by the holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be deemed included in such registration shares of the holders of Warrants or Warrant Shares pro rata based on the number of shares originally proposed to have been be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. A registration will not count as a registration under Section 2 of this Agreement, and not a demand registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a5(b) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company until it has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required agrees to effect a registration pursuant to this Section 4 during enter into an underwriting agreement in customary form with the period commencing on the Company's filing of, managing underwriter. Such underwriting agreement will contain such representations and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received warranties by the Company after the Company shall have given and such other terms and provisions as are customarily contained in underwriting agreements with respect to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; providedsecondary distributions, howeverincluding, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed without limitation, indemnities and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3contribution.

Demand Registration. If on (i) At any one occasion after time and from time to time, any Holder shall have the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least option and right, exercisable by delivering a majority of the Registrable Securities shall notify written notice to the Company in writing that it or they intend (a “Demand Notice”), to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, require the Company will so notify all Holders to, pursuant to the terms of Registrable Securitiesand subject to the limitations contained in this Agreement, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered register under the Securities Act as expeditiously as possible. The all or a portion of its Registrable Securities and to prepare and file with the Commission a Registration Statement, which shall include a Long-Form Registration Statement or a Short-Form Registration Statement, registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice (a “Demand Registration”); provided that the Company shall not be required obligated to effect more than one registration pursuant to this Section 3; provided, however, that three Demand Registrations within any 12-month period if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to three Demand Registrations have been a registration under Section 2 of this Agreement, declared and not a registration under this Section 3, if ordered effective during such 12-month period and the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all register and sell at least 90% of the Registrable Securities requested by the Holders for inclusion to be included in such registration pursuant to Section 2 aboveregistrations. A registration requested pursuant to this Section 3 For the avoidance of doubt, a Requested Underwritten Offering shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition subject to the rights provided to limitation on the Holders number of Demand Registrations in the immediately preceding sentence. The Demand Notice must include such information regarding the Holder, the approximate number of Registrable Securities that the Initiating Holder intends to include in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, such Demand Registration and the Company intended methods of disposition thereof as shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect the registration of the sale of the Holder’s Registrable Securities. In the event that the Company files a registration Form S-1 pursuant to this Section 4 any Demand Registration, the Company shall use commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as reasonably practicable after the Company is eligible to use Form S-3. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Holder or Holders are requesting registration of shares of Registrable Securities having of the Holders and their respective Affiliates to be included therein have an aggregate expected public offering price (before deduction value, based on the VWAP as of underwriting discounts and expenses the date of sale) the Demand Notice, of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during 20.0 million (the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3“Minimum Amount”).

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for shall receive at any time after its initial firm-commitment public sale, the Company will offering (so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written long as such request of any Holder given is not within ten (10) business 180 days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any a registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received statement filed by the Company after covering an underwritten offering of an of its securities to the Company has given notice public) a written request from holders ("Holders") of shares of Common Stock issued or to all Holders be issued upon exercise of Registrable Securities stating that the Company is commencing a registration; providedany Bridge Warrants or Contingent Warrants (if such Contingent Warrants are exercisable), howeverrespectively ("Warrant Stock") holding at least 666,667 shares of Common Stock, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If file a registration requested pursuant to this Section 3 is deemed not to have been effected as provided hereinstatement for its Common Stock, then the Company shall continue to be obligated use commercially reasonable efforts to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commission)replacing Form S-3, the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willif practicable, as expeditiously as possible, use its best efforts to effect qualification would permit or facilitate the sale and registration under the Securities Act on said Form S-3 distribution of all or such portion of such Warrant Stock as is specified in such request. For purposes of this Agreement, the Registrable Securities as term "Restricted Securities" shall mean all Bridge Warrants, Contingent Warrants (to the extent exercisable) and Warrant Stock that bear the restrictive legend set forth in Section 9.3 of the Bridge Warrants and Contingent Warrants, respectively. If the managing underwriter for the respective offering, if any, advises the Company in writing that the inclusion in such registration of some or all of the Warrant Stock sought to be registered by the Holder or Holders shall specify; provided, however, in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company will not or such requesting or demanding holder plus the number of securities sought to be required registered by the Holders is too large a number to effect a be reasonably sold, the number of securities sought to be registered for each Holder shall be reduced pro rata, in proportion to the number of securities sought to be registered by all Holders, to the extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter (the "Recommended Number"), subject at all times to those registration pursuant rights granted to this Section 4 unless the Holder or Holders are requesting registration certain holders of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofsecurities set forth in the Investors' Rights Agreement, the Oxygen Subscription Agreement and ending on the date one hundred and twenty (120) days following the effective date ofRegistration Rights Agreement dated October 30, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by 1999 between the Company after and Guidance Solutions, Inc. (the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such "Guidance Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Rights Agreement").

Demand Registration. If on (a) At any one occasion time, and from time to time after the earlier one year anniversary of the Initial Public Offering or two (2) years from Purchase Agreement, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority in number of the Registrable Shares, shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request that the Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities shall notify the Company in writing that it Act all or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTany portion of such Holders’ Registrable Shares. EXECUTION COPY Registrable Securities for public saleUpon receipt of any such Demand Notice, the Company will so notify all Holders of Registrable SecuritiesCorporation shall promptly, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten but in no event more than five (105) business days after receipt thereof, notify each other Holder of the receipt by such Holder from the Company of such notificationDemand Notice and, subject to the Company will use its best efforts limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to cause such which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Registrable Securities as may be requested by Corporation’s notice. In connection with any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect Demand Registration in which more than one registration pursuant to this Section 3; providedHolder or holders of Other Shares or the Corporation participates, however, in the event that if such Demand Registration involves an underwritten offering and the Company determines to include shares to be sold by it managing underwriter or any stockholders other than the Holders underwriters participating in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if offering advise in writing the Holders of Registrable Securities are unable Shares to include be included in any such Registration Statement all offering that the total amount of Shares 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 Shares to be sold), then the number of Registrable Securities initially requested for inclusion in Shares, Primary Shares and Other Shares (which have registration rights with respect to such Registration Statement, either as offering) shall be reduced on a result of any limitation on pro rata basis (based upon the registration number of shares placed requested or proposed to be registered by each such holder and the underwriters Corporation) to a number deemed satisfactory by such managing underwriter or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofunderwriters, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement securities to be filed and to become effective as expeditiously as excluded shall be reasonably possible and provided further that determined in the case of any registration initiated by the Company sequence reflected in response Section 3(b)(A). The Holders as a group shall be entitled to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Demand Registration on Form S-3. In addition S-l, and, as a group, up to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one three Demand Registrations on Form S-2 or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commissionthereto), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that any Demand Registration that does not become effective or is not maintained for the Company will not be time period required to effect a registration pursuant to this in accordance with Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale2(c) of at least $500,000. The Company hereof shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date count as one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registrations.

Demand Registration. If on any one occasion after the earlier As of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a Closing majority in interest of the holders of Registrable Securities (the “Initiating Holders”) may request in writing that all or part of their Registrable Securities shall notify be registered for trading on any securities exchange on which Nexus’s shares are traded. Within twenty (20) days after receipt of any such request, Nexus shall give written notice of such request to the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY other holders of Registrable Securities for public sale, the Company will so notify and shall include in such registration all Holders Registrable Securities held by all such holders of Registrable Securities, including all Holders Securities who have a right wish to acquire Registrable Securities. Upon participate in such demand registration and provide Nexus with written request of any Holder given requests for inclusion therein within ten fifteen (1015) business days after the receipt by of the Nexus’s notice (the “Participating Holders”). Thereupon, Nexus shall effect the registration of all Registrable Securities as to which it has received requests for registration (the “Participating Registrable Securities”) for trading on the securities exchange(s) specified in the request for registration. If the managing underwriters advise Nexus in writing that in their opinion the number of securities requested to be included in such Holder from registration exceeds the Company number that can be sold in such offering without adversely affecting such underwriters’ ability to effect an orderly distribution of such notificationsecurities, the Company Nexus will use its best efforts to cause include in such of registration the Registrable Securities as with priority upon any other shares that may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the same registration statement, except for the AMS Registrable Securities Act which shall be registered with the Registrable Securities; provided, however, that if the a majority in interest of the Participating Holders then disapprove of the terms of the underwriting, they may elect to withdraw all Participating Registrable Securities therefrom by written notice to Nexus and the underwriter, in which case such registration shall not be deemed a registration for the purposes of this Section 5.3 and shall not be counted as expeditiously as possiblea demand registration. The Company Nexus shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration two (2) registrations under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-35.3.

Demand Registration. If on (a) The Holder shall have the right at any one occasion after time by written notice (the earlier "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Initial Public Offering Securities Act all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority any portion of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt Shares designated by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationHolder; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement aggregate number of Registrable Shares requested to be filed registered pursuant to any Demand Notice and pursuant to become effective as expeditiously as any related Demand Notices received pursuant to the following sentence shall be reasonably possible at least 100,000 (subject to adjustment) and provided further provided, further, however, that in such registration shall, at the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders option of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar its successor form) if such form promulgated is then available for use by the Commission)Company. Upon receipt of any such Demand Notice, the Company will so shall promptly notify each any other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder 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 Securities, Shares to be included in such offering that the total number of Registrable Shares 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 each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion price per share of the Registrable Securities as Shares to be sold), then the Holder or amount of Registrable Shares to be offered for the account of such Holders shall specify; provided, however, that be reduced pro rata on the Company will not basis of the number of Registrable Shares to be required registered by each such Holder. The Holders as a group shall be entitled to effect a registration three Demand Registrations pursuant to this Section 4 2 unless the Holder any Demand Registration does not become effective, is not maintained for a period (whether or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of salenot continuous) of at least $500,000. The Company shall not the applicable period specified in Section 2(c), or where the amount of Registrable Shares to be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, offered for the account of such Holders is reduced pro rata as described in the Companypreceding sentence by more than ten percent (10%), if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of which case the Holders of Registrable Securities will be entitled to an additional Demand Registration pursuant to a Registration Statement on Form S-3hereto.

Demand Registration. If on At any one occasion after the earlier time during a period of the Initial Public Offering or two (2) five years from the date of this Agreement Agreement, Holders owning more than 50% of the aggregate Registrable Securities then outstanding shall have the right (which right is in addition to the piggyback registration rights provided for under Section 1(c) hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission") on no more than two occasions, according to the expense - sharing arrangements described at Section 2(b) below, a Registration Statement and such other documents, including an occasion a prospectus, as may be necessary (in the opinion of registration on Form S- 1 or its then equivalent) one or more Holders both counsel for the Company and counsel for such Holders), in order to comply with the provisions of at least the Act, so as to permit a majority public offering and sale of the Registrable Securities shall notify by the Holder provided, however, that during the one year period ending on the first anniversary of the date hereof the Company shall not be required to register pursuant to this Section 1(d) the Subscription Shares and any shares of Common Stock issued upon any stock split or stock dividend in writing that it or they intend respect thereof unless Holders owning at least two-thirds of such shares have given written notice to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of demand pursuant to this Section 1(d) in which case, notwithstanding the expense-sharing arrangements described in Section 2(b), such notificationelecting Holders shall bear their pro rata share of all costs and expenses of such registration, such amount to be determined based on the percentage which the market value as of the date of filing of the registration statement of the Subscription Shares so included bears to the aggregate market value as of the date of filing of the registration statement of all securities covered by such registration statement; provided, further, that the Company will use its best efforts shall not be required to cause such effect a Registration pursuant to this Section 1(d) unless at least 500,000 shares of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) are proposed to be registered under sold in such registration (as adjusted for any stock split, stock dividend or similar change in the Securities Act as expeditiously as possibleCommon Stock). The Company shall not be required to effect more maintain the effectiveness of any such registration for greater than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, six months. The form on which such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company filed shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received determined by the Company after from among the Company has given notice forms then available to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3registration.

Demand Registration. If on If, at any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify time the Company in writing that it or they intend shall deliver to offer or cause Investor Unregistered Shares, Investor shall have the right to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTrequest registration of such Unregistered Shares. EXECUTION COPY Registrable Securities Upon receipt of a written request for public saleregistration, the Company will so notify at its expense (which shall include, without limitation, all Holders registration and filing fees, printing expenses, fees and disbursements of Registrable Securitiescounsel and independent accountants for Company, including all Holders who have a right and fees and expenses incident to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notificationcompliance with state securities law, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company but shall not be required to effect more than one registration pursuant to this Section 3; providedinclude fees and disbursements of counsel for Investor), however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3shall: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect the registration, qualification and registration or compliance of the Unregistered Shares under the Securities Act on said Form S-3 and under any other applicable federal law and any applicable securities or blue sky laws of all or jurisdictions within the United States; (ii) furnish Investor such portion number of copies of the Registrable prospectus contained in the registration statement filed under the Securities Act (including preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Holder or Holders shall specify; provided, however, that Investor may reasonably request in order to facilitate the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account disposition of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the CompanyUnregistered Shares; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire (iii) notify Investor at any time after when a prospectus relating to the Company has effected three registrations for Unregistered Shares covered by such registration statement is required to be delivered under the benefit Securities Act, of the Holders happening of Registrable Securities pursuant any event as a result of which the prospectus forming a part of such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and at the request of Investor prepare and furnish to Investor any reasonable number of copies of any supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to purchasers of the stock, such prospectus shall not include an untrue statement of a Registration Statement on Form S-3material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Demand Registration. If on Upon request from any one occasion Holder Group at any time after the earlier 180th day after the date hereof, the Partnership shall prepare and file with the Commission a registration statement under the Securities Act providing for the resale of the Initial Public Offering or Registrable Securities, which may, at the option of the Holder Group making such Demand Notice, be a registration statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act (the “Registration Statement”). Within two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority business days of the Registrable Securities shall notify receipt of the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleDemand Notice, the Company will so notify Partnership shall give written notice of such Demand Notice to all Holders, and the Holders of Registrable Securities, including all Holders who shall have a right to acquire Registrable Securities. Upon written request of any Holder given within ten three (103) business days after following receipt of such notice of the receipt by such Holder Demand Notice from the Company Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing (including by electronic mail) to the Partnership to be included as a seller of Registrable Securities in such notification, the Company will Registration Statement. The Partnership shall use its best commercially reasonable efforts to cause such the Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. The Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities as may be requested covered by any Holder thereof such Registration Statement (including the Holder or Holders giving the initial those elected to be included in such Registration Statement following notice of intent to offer) to be registered under a Demand Notice from the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration Partnership pursuant to this Section 3; 2.01). The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) business days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement. Each Holder Group shall be limited to one (1) demand registration under this Section 2.01 in any twelve-month period (provided, however, that if there shall be no limit on the Company determines to include shares to number of Shelf Registration Statements that may be sold required by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreementhereunder), and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company Partnership shall not be obligated or required to effect a registration pursuant to this Section 3: file more than one (a1) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) Registration Statement within 120 days following after the effective date of any Registration Statement pertaining filed by the Partnership. Once a Holder’s Registrable Securities become eligible for resale without restriction and without the need for current public information pursuant to any registration initiated by the Company, for the account section of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 Rule 144 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and provision then will, as expeditiously as possible, use its best efforts to effect qualification and registration in effect) under the Securities Act on said Form S-3 Act, assuming the Holder of all or such portion Registrable Securities is not an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the Registrable Securities as Partnership, the applicable Holder or Holders shall specify; providedGroup may, howeverat any time, request that the Company will not Partnership take such steps as are reasonably necessary to deregister such Holder’s Registrable Securities. In connection with such request, such Holder’s rights under this Agreement shall all be required terminated, including without limitation the right to effect demand an Underwritten Offering and the right to participate in a registration Piggyback Registration, and such Holder shall no longer be subject to any obligations under this Agreement, including without limitation the obligation to enter into letter agreements with underwriters pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-32.12.

Demand Registration. If on In addition, at any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) time during the period commencing on the Company's filing of, Closing Date and ending on the date one hundred which is five years after the Closing Date, upon written, telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (the "Requesting Holders") of that number of Warrants and twenty Warrant Shares which in the aggregate shall constitute a majority of all Warrant Shares issued or issuable under this Agreement (120) days following excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of in a registered public offering, pursuant to Rule 144 under the effective date Act, as such rule may be amended from time to time, or pursuant to Regulation S under the Act, as such Regulation may be amended from time to time), that such Holder or Holders request the registration under the Act of any Registration Statement pertaining to any registration initiated by of the Warrant Shares, the Company, for as promptly as possible after the account receipt of such notice, but in any event within 45 days of the Company, or by Company in response receipt of such notice shall file a registration statement with respect to the exercise of demand registration rights by offering and sale or other stockholders disposition of the CompanyWarrant Shares with respect to which it shall have received such notice. Such registration may, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by Company satisfies the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; providedapplicable requirements, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statementmade on Form S-3. If a registration requested pursuant to this Section 3 3(d) is deemed not to have been effected as provided hereinan underwritten registration, then the Company shall continue to be obligated to effect one demand and other holders of securities of the Company may include securities in such registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to written consent of the Holders of Registrable the Warrant Shares for which registration has been requested pursuant to this Section 3(d) if, but only if, in the case of other holders of Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify Company, the managing underwriters of such registration advise the Company in writing that in their opinion such inclusion will not materially adversely affect the successful marketing of the Warrant Shares. The Company shall be obligated to file only one registration statement pursuant to this Section 3(d), whether or not the registration statement at the time it becomes effective covers all or they intend a portion of the Warrant Shares. The Holders shall not be deemed to offer or cause have effected a demand registration pursuant to be offered Registrable Securities for public salethis Section 3(d) unless and until the Registration Statement is declared effective. Notwithstanding the foregoing, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to under this Section 4 unless 3(d) if, the Holder or Company in good faith gives written notice to the participating Holders are requesting of Warrant Shares that it has determined to prepare a Company-initiated registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing statement in which, on the Company's filing ofterms and subject to the conditions set forth herein, such Holders may participate, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts actively employing in good faith reasonable efforts to cause any such Registration Statement registration statement to be filed and thereafter to become effective as expeditiously as shall be reasonably possible. The obligations effective, or if the Board of Directors of the Company under this Section 4 shall expire at determines for any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.reason that it would not be in the

Demand Registration. If on any one occasion after Investor may make a written demand to the earlier Corporation for registration of the Initial Public Offering all or two (2) years from the date part of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right which written demand shall describe the amount and type of securities to acquire Registrable Securities. Upon written request be included in such registration and the intended method(s) of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder distribution thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; such written demand a “Demand Registration”); provided, however, that if an Investor may not request a Demand Registration unless the Company determines class of securities of the Corporation subject to include shares to be sold by it or any stockholders other than the Holders in any registration requests Demand Registration are registered pursuant to this Section 312(b) of the Exchange Act. Upon receipt by the Corporation of such written request for a Demand Registration from an Investor, such registration the Investor shall be deemed entitled to have been its Registrable Securities included in a registration under Section 2 of this Agreement, at the cost and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all expense of the Registrable Securities initially requested for inclusion in such Registration StatementCorporation and the Corporation shall effect, either as a result of any limitation on soon thereafter as is commercially reasonable, the registration of shares placed all Registrable Securities requested by the underwriters or Investor pursuant to such request for any other reasona Demand Registration, including by filing a Registration Statement on an appropriate form under the Securities Act relating thereto as soon as practicable, but not more than forty five (45) days immediately after the Corporation’s receipt of the request for a Demand Registration. The Company Under no circumstances shall not the Corporation be obligated to (i) effect more than an aggregate of two (2) Demand Registrations with respect to any or required to effect all of an Investor’s Registrable Securities, and never more than one (1) Demand Registration in a registration pursuant to this Section 3: twelve (a12) month period and (ii) proceed if the registration would be the Company's Initial Public Offering and does not (or in the opinion required minimum offering size of the underwriters at least US$3.5 million is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; met; provided, however, that the Company a registration pursuant to a request for a Demand Registration shall use its best efforts in good faith to cause any not be counted for such purposes unless a Registration Statement with respect to be filed and to such request for a Demand Registration has become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such Investor to be registered have been sold. Notwithstanding the foregoing obligations, if the Corporation furnishes to holders requesting a registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not 2.1 a certificate signed by the Corporation’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be deemed materially detrimental to have been effected the Corporation and its shareholders 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) unless materially interfere with a Registration Statement with respect thereto has been declared effective by significant acquisition, corporate reorganization, or other similar transaction involving the Commission or Corporation; (ii) if require premature disclosure of material information that the Registration Statement does not remain effective Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then the Corporation shall have the right to defer taking action with respect to such filing for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 not more than sixty (60) days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specifyrequest; provided, however, that the Company will Corporation may not be required to effect a registration pursuant to invoke this Section 4 unless right more than once in any twelve (12) month period; and provided further that the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company Corporation shall not be obligated register any securities for its own account or required to effect a registration pursuant to this Section 4 that of any other stockholder during the period commencing on the Company's filing of, and ending on the date one hundred and twenty such sixty (12060) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3day period.

Demand Registration. If on (a) At any one occasion after time during the earlier of the Initial Public Offering or two Warrant Exercise Term, any "Demand Holder" (2as such term is defined in Section 7.4(d) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalentbelow) one or more Holders of at least a majority of the Registrable Securities shall notify 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 with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a Registration Statement and such other documents, including a prospectus, as may be necessary (in writing that it or they intend the opinion of both counsel for the Company and counsel for such Demand Holder), in order to offer or cause comply with the provisions of the Act, so as to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY permit a public offering and sale of the Registrable Securities by the holders thereof for public salenine (9) consecutive months. In the event a Demand Registration Request is made pursuant to this Section 7.4(a) and the Registration Statement relating thereto is declared effective, the Company will so notify all Holders no further Demand Registration Request can be made by any holder of Registrable Securities, including all Holders who have a right . (b) The Company covenants and agrees to acquire Registrable Securities. Upon give written request notice of any Holder given Demand Registration Request to all holders of the Registrable Securities within ten (10) business days after from the date of the Company's receipt by of any such Holder Demand Registration Request. After receiving notice from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to provided in this Section 3; provided7.4(b), however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders holders of Registrable Securities are unable may request the Company to include in any such Registration Statement all of the their Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and pursuant to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated Section 7.4(a) hereof by notifying the Company in response of their decision to the exercise have such securities included within ten (10) days of demand registration rights of other stockholders their receipt of the Company's notice. (c) In addition to the registration rights provided for under Section 7.3 hereof and subsection (a) of this Section 7.4, at any time during the Holders Warrant Exercise Term, any Demand Holder (as defined below in Section 7.4(d)) of Registrable Securities shall have been able the right, exercisable by written request to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed Company, to have been effected (i) unless a Registration Statement the Company prepare and file with the Commission, on one occasion in respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering all holders of Registrable Securities, until 45 days after a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months; PROVIDED, HOWEVER, that all costs incident thereto shall be at the commencement expense of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.such

Demand Registration. If on at any one occasion after time the earlier Company shall receive a written request therefor from Holder for the registration under the Securities Act of the Initial Public Offering Registrable Securities aggregating not less than Five Million Dollars ($5,000,000) in market value, or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority all of the Registrable Securities shall notify then held by the Company in writing that it or they intend to offer or cause Holder if the market value of such Registrable Security is estimated to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleless than Five Million Dollars ($5,000,000), the Company will so notify all Holders shall prepare and file as soon as practicable and in any event within 90 days of receipt of such request, a registration statement under the Securities Act covering the number of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after Securities which are the receipt by such Holder from the Company subject of such notification, the Company will request and shall use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent registration statement to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationbecome effective; provided, however, that the Company shall use its best efforts in good faith not be obligated to cause any such Registration Statement to be filed prepare and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any file a registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested statement pursuant to this Section 3 1.2 until six (6) months have elapsed from the date that the Company has first registered and sold a class of equity securities on Form S-1 (or any successor form). In the event that Holder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities covered thereby, and Holder agrees to bear its own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Registrable Securities, then Holder shall not be deemed to have been effected (i) unless exercised its right to require the Company to register Registrable Securities pursuant to this Section at the expense of the Company. If a Registration Statement with respect thereto has been declared effective registration statement filed by the Commission or (ii) if Company at the Registration Statement does not remain effective for a period request of Holder pursuant to this Section is withdrawn at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement initiative of the distribution Company, then Holder shall not be deemed to have exercised its right to require the Company to register Registrable Securities pursuant to this Section. The managing underwriter of an offering registered pursuant to this Section shall be selected by the holders Company and shall be reasonably acceptable to Holder. Without the written consent of Holder, neither the Company nor any other holder of securities of the Company 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 Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then or require the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders exclusion of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as to be registered. Shares to be excluded from an underwritten public offering shall be selected pro rata among the Holder or Holders shall specify; provided, however, that holders of securities of the Company will not requesting inclusion in such registration. The Company shall be required obligated to effect a registration only two (2) registrations pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-31.2.

Demand Registration. If on any one occasion after (a) Subject to the earlier conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Initial Public Offering or two Registrable Securities (2the "Initiating Holders") years from that the date of this Agreement (including an occasion of Company file a registration on Form S- 1 or its then equivalent) one or more Holders statement under the Securities Act covering the registration of at least a majority of the Registrable Securities shall notify then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed ten million dollars ($10,000,000)), then the Company in writing that it or they intend shall, within thirty (30) days of the receipt thereof, give written notice of such request to offer or cause all Holders, and subject to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public salethe limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as expeditiously as possible. The Company shall not be required to effect more than one registration a part of their request made pursuant to this Section 3; provided, however, that if 2.2 or any request pursuant to Section 2.4 and the Company determines shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include shares to be sold by it or any stockholders other than the Holders its Registrable Securities in any registration requests pursuant to this Section 3, such registration shall be deemed conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to have been the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a registration under Section 2 majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company) Notwithstanding any other provision of this Agreement, and not a registration under this Section 32.2 or Section 2.4, if the Holders of Registrable Securities are unable to include in any such Registration Statement all underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on Securities) then the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to so advise all Holders of Registrable Securities stating which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the Company is commencing underwriting shall be allocated to the Holders of such Registrable Securities on a registrationpro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case number of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders shares of Registrable Securities shall have been able to include be included in such underwriting and registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) reduced unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement all other securities of the distribution by Company are first entirely excluded from the holders of the underwriting and registration. Any Registrable Securities included in excluded or withdrawn from such Registration Statementunderwriting shall be withdrawn from the registration. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the (c) The Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless 2.2: (i) prior to the Holder earlier of (A) the fourth anniversary of the date of this Agreement or Holders are requesting (B) one hundred eighty (180) days following the effective date of the registration of shares of Registrable Securities having an aggregate expected public offering price statement pertaining to the Initial Offering; (before deduction of underwriting discounts and expenses of saleii) of at least $500,000. The after the Company shall not be obligated or required to effect a registration has effected two (2) registrations pursuant to this Section 4 2.2, and such registrations have been declared or ordered effective; 5 <PAGE> (iii) during the period commencing on starting with the Company's date of filing of, and ending on the date one hundred and twenty eighty (120180) days following the effective date ofof the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), any the Company gives notice to the Holders of the Company's intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement pertaining within ninety (90) days; (v) if the Company shall furnish to any underwritten Holders requesting a registration initiated statement pursuant to this Section 2.2, a certificate signed by the Company, for Chairman of the account Board stating that in the good faith judgment of the Board of Directors of the Company, if it would be seriously detrimental to the written request of Holders Company and its stockholders for such demand registration pursuant statement to this Section 4 shall have been received by the Company after be effected at such time, in which event the Company shall have given the right to all defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to may be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities immediately registered on Form S-3 pursuant to a Registration Statement on Form S-3.request made pursuant to Section 2.4 below. 2.3

Demand Registration. If on any one occasion after the earlier The Company will provide a list of the Initial Public Offering or two names, ------------------- addresses and number of Warrants held of all current Holders within ten (210) years from the date days of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on one (1) seperate ------------ occasion, only unless such request is withdrawn in accordance with the terms hereof. The right granted hereunder is distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These ------------ demand registration rights may only be exercised if the holders of a majority of Warrant Shares (whether or not the Warrant Shares have been issued) (the "Majority Holders") shall give notice to the Company to the effect that holders ---------------- of Warrants or Warrant Shares intend to (i) transfer all or any part of the Warrant Shares or (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of the Warrant Shares will be involved, then the Company (A) within ten (10) business days after receipt of such notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) ------------ within thirty (30) days after receipt by of such Holder notice from the Company Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all Warrant Shares the holders of such notification, which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company will use its best efforts to cause during such of the Registrable Securities as 30-day period, may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered sold under the Securities Act as expeditiously promptly as possibleis practicable thereafter. The Company shall not be required use commercially reasonable efforts to effect more than one cause any such registration pursuant to this Section 3become effective and to keep the prospectus included therein current for ninety (90) days; provided, however, that if such holders shall -------- ------- furnish the Company determines to include shares to be sold by it or any stockholders other than the Holders with such appropriate information as is required in any registration requests pursuant to this Section 3, connection with such registration as the Company may reasonably request in writing and that such holders shall be deemed to have been a registration under comply with Section 2 8 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.---------

Demand Registration. If on any one occasion after (a) Subject to the earlier of the Initial Public Offering or two (2) years from the date conditions of this Agreement (including an occasion of registration on Section 2.2, if the Company shall receive a written request from Stockholders that the Company file a Form S- 1 or its then equivalent) one or more Holders of S-1 with respect to at least a majority fifty percent (50%) of the Registrable Securities shall notify then outstanding, then the Company shall as soon as practicable, and in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given event within ten sixty (1060) business days after the receipt date such request is given by such Holder from the Company of such notification4 Stockholders, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered file a Form S-1 under the Securities Act covering all Registrable Securities that the Stockholders requested to be registered, subject to the limitations of Sections 2.2(b) and 2.2(c). (b) If the Stockholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as expeditiously as possible. The Company shall not be required to effect more than one registration a part of their request made pursuant to this Section 3; provided2.2 or any request pursuant to Section 2.4. In such event, however, that if the Company determines right of the Stockholders to include shares to be sold by it or any stockholders other than the Holders their Registrable Securities in any registration requests pursuant to this Section 3, such registration shall be deemed conditioned upon the Stockholders’ participation in such underwriting and the inclusion of the Stockholders’ Registrable Securities in the underwriting to have been a registration under Section 2 the extent provided herein. The Stockholders shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Stockholders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Agreement, and not a registration under this Section 32.2 or Section 2.4, if the Holders underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Stockholders, provided, no such reduction shall reduce the amount of Registrable Securities are unable to of the Stockholders below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the IPO and such registration does not include shares of any other selling stockholders, in which event any such Registration Statement or all of the Registrable Securities initially requested for inclusion of the Stockholders may be excluded in accordance with the immediately preceding sentence. Any Registrable Securities excluded or withdrawn from such Registration Statement, either as a result of any limitation on underwriting shall be withdrawn from the registration of shares placed by the underwriters or for any other reasonregistration. (c) The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless 2.2: (i) prior to one hundred eighty (180) days after the Holder or Holders are requesting effective date of the registration of shares of Registrable Securities having statement for an aggregate expected public offering price IPO; (before deduction of underwriting discounts and expenses of saleii) of at least $500,000. The after the Company shall not be obligated or required to effect a registration has effected two (2) registrations pursuant to this Section 4 2.2, and such registrations have been declared, have been ordered, or have become effective; (iii) during the period commencing on starting with the Company's date of filing of, and ending on the date one hundred and twenty eighty (120180) days following the effective date of, any Registration Statement of the registration statement pertaining to any underwritten a public offering (other than a registration initiated by relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Companyfuture, for or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the account future); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from the Stockholders pursuant to Section 2.2(a), the Company gives notice to the Stockholders of the Company’s intention to make a public offering within ninety (90) days; provided that, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given makes reasonable good faith efforts to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Companymake such public offering during such period; provided, however, that except in the case of a DI/Longitude Transfer (as defined below) to a Permitted Transferee (as defined below) in which case the following proviso shall not apply, this clause (iv) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (v) if the Company shall use furnish to the Stockholders pursuant to this Section 2.2, a certificate signed by the Chairman of the Board stating that it would be Seriously Detrimental to the Company and its best efforts in good faith to cause any stockholders for such Registration Statement registration statement to be filed and effected at such time, in which event the Company shall have the right to become effective as expeditiously as defer such filing for a period of not more than 5 ninety (90) days after receipt of the request of the Stockholders; provided that such right to delay a request shall be reasonably possible. The obligations exercised by the Company not more than once in any twelve (12) month period; provided, further, however, that in the event of the Company under suspension of effectiveness of any registration statement pursuant to this Section 4 Agreement, the applicable time period during which such registration statement is to remain effective shall expire at any time after be extended by that number of days equal to the Company has effected three registrations for number of days the benefit effectiveness of such registration statement was suspended pursuant to this Section; or (vi) if the Holders Stockholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a Registration Statement on Form S-3.request made pursuant to Section 2.4. 2.3

Demand Registration. If on (a) At any one occasion time and from time to time after the earlier one year anniversary of the Initial Public Offering or two (2) years from Purchase Agreement, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority in number of the Registrable Shares shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request the Corporation to register (a “Demand Registration”) under and in accordance with the provisions of the Securities shall notify the Company in writing that it Act all or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTany portion of such Holders’ Registrable Shares. EXECUTION COPY Registrable Securities for public saleUpon receipt of any such Demand Notice, the Company will so notify all Holders of Registrable SecuritiesCorporation shall promptly, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten but in no event more than five (105) business days after receipt thereof, notify each other Holder of the receipt by such Holder from the Company of such notificationDemand Notice and, subject to the Company will use its best efforts limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to cause such which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Registrable Securities as may be requested by Corporation’s notice. In connection with any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect Demand Registration in which more than one registration pursuant to this Section 3; providedHolder or holders of Other Shares or the Corporation participates, however, in the event that if such Demand Registration involves an underwritten offering and the Company determines to include shares to be sold by it managing underwriter or any stockholders other than the Holders underwriters participating in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if offering advise in writing the Holders of Registrable Securities are unable Shares to include be included in any such Registration Statement all offering that the total amount of Shares 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 Shares to be sold), then the number of Registrable Securities initially requested for inclusion in Shares, Primary Shares and Other Shares (which have registration rights with respect to such Registration Statement, either as offering) shall be reduced on a result of any limitation on pro rata basis (based upon the registration number of shares placed requested or proposed to be registered by each such holder and the underwriters Corporation) to a number deemed satisfactory by such managing underwriter or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofunderwriters, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement securities to be filed and to become effective as expeditiously as excluded shall be reasonably possible and provided further that determined in the case of any registration initiated by the Company sequence reflected in response Section 3(b)(A). The Holders as a group shall be entitled to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Demand Registration on each of Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 S-1, Form S-2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commissionthereto), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that any Demand Registration that does not become effective or is not maintained for the Company will not be time period required to effect a registration pursuant to this in accordance with Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale2(c) of at least $500,000. The Company hereof shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date count as one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registrations.

Demand Registration. If on any one occasion From time to time, after 180 days ------------------- following the earlier completion by the Company of a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for registration under the Securities Act of their Registrable Securities (a "Demand Registration"). Within 120 days of the Initial Public Offering or two (2) years from the date ------------------- receipt of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least such written request for a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleDemand Registration, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after shall file with the receipt by such Holder from the Company of such notification, the Company will SEC and use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered become effective under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by to such Registrable Securities. Any such request will specify the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering number of Registrable Securities, until 45 Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the commencement receipt thereof. Within 20 days after notice of the distribution such registration request by the holders of the Company, any Holder may request in writing that such Holder's Registrable Securities be included in such Registration StatementStatement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included Securities"). If a registration requested Each such request by such other Holders shall specify ------------------- the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Section 2.1(b) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 3 is deemed not 2.1(a) on a maximum of two separate occasions. Subject to have been effected as provided hereinSection 2.1(f) hereof, then no other securities of the Company except securities held by any Holder, any Demand Right Holder, and any Person entitled to exercise "piggyback" registration rights pursuant to contractual commitments of the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities included in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registration.

Demand Registration. If Beginning as of the Commencement Date and ending on July 24, 2001, if at any one occasion time the holder or holders of Warrants to purchase no less than 50 % of the Warrant Shares or holder or holders of no less than 50 % of all outstanding Warrant Shares shall request that the, Company register the offer and sale of such Warrant Shares to the public under the Securities Act, the Company shall file a registration statement with the Securities and Exchange Commission ("SEC") for the purpos e of registering such Warrant Shares (but not this Warrant) under the Securities Act. The request described above shall be made in writing directed to the Company at the address set forth in Section 8 of this Warrant (the "Demand Registration Notice"). Within ten days after receiving a Demand Registration Notice, the Company shall issue a notice ("Company's Notice") informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration Notice ("Other Holders") offering to include the Warrant Shares of the Other Holders in that registration statement for sale to the public. Each Other Holder must notify the Company by no later than 10 days after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 Company's Notice is sent whether that Other Holder wishes to include his, her or its then equivalent) one or more Holders of at least Warrant Shares in the registration statement. If any Other Holder delivers such a majority of notice to the Registrable Securities shall notify Company in a timely manner, that Other Holder's Warrant Shares will be included in the Registration Statement. If any other Holder does not inform the Company in writing that it his, her or they intend to offer or cause its Warrant Shares are to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTincluded in such registration statement, that Other Holder will be deemed to have waived all rights to include his, her or its Warrant Shares in the registration statement. EXECUTION COPY Registrable Securities For the purposes of this Warrant, all Warrant Shares for public salewhich a demand for registration has been made shall be referred to as "Subject Stock." Promptly upon receipt of a Demand Notice and the expiration of the period by which the Other Holders must submit a notice requesting inclusion of their Warrant Shares in the registration statement, the Company will so notify all Holders shall file with the SEC a registration statement on the applicable form for the registration of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will Subject Stock and use its best efforts to cause such Notwithstanding the provisions of this Section 4(a), if the Company shall furnish to the Warrantholder a certificate signed by the Chief Executive Officer of the Registrable Securities as may Company stating that in the good faith judgment of the Board of Directors of the Company it would be requested by any Holder thereof (including seriously detrimental to the Holder or Holders giving the initial notice of intent to offer) Company and its shareholders for such a registration statement to be registered under filed and it is therefore essential to defer a filing of such registration statement, the Securities Act as expeditiously as possible. The Company shall have the right to defer such filing for a period of not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account after receipt of the Company, or by Company in response request from the Warrantholder to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing effect such a registration; provided, however, that the Company shall use its best efforts may not utilize this right more than once in good faith to cause any such Registration Statement to be filed twenty four month period; and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, howeverfurther, that the Company will not be required to effect a Warrantholder may, at any time in writing, withdraw such request for such registration pursuant to and therefore preserve the right provided in this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of salea) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written Warrantholder to request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3registration.

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders The holders of at least a majority of the Registrable Securities shall notify then outstanding may request up to two registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration as the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public salemay elect ("Long-Form Registrations"), and the Company will so notify all Holders holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such at least 25% of the Registrable Securities as then outstanding may be requested by any Holder thereof (including the Holder or Holders giving the initial notice request an unlimited number of intent to offer) to be registered registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration as expeditiously as possible. The the Company shall not be required may elect ("Short-Form Registrations"), if available; provided that to effect more than one the extent the registration statement contemplated by Section 1(a) is available for use with respect to the transaction contemplated by such registration request, the Company may require the requesting holders to use such registration statement in lieu of filing an additional registration statement pursuant to this Section 3; provided1(b), however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section 1(b) must equal at least $10 million in any Long-Form Registration and at least $2 million in any Short-Form Registration. Any registration contemplated by this Section 1(b) is referred to herein as a "Demand Registration." All requests for Demand Registrations shall be made by giving written notice thereof to the Holders for inclusion Company (a "Demand Notice"). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered. Within ten business days after receipt of any Demand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1(f) hereof, shall include in such registration pursuant to Section 2 above. A (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requested pursuant to this Section 3 shall not be deemed to have been effected (irequirements and in any related underwriting) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, all Registrable Securities with respect to an underwritten offering of Registrable Securities, until 45 which the Company has received written requests for inclusion therein within 15 business days after the commencement delivery of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120notice in accordance with Section 11(k) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3hereof.

Demand Registration. If on (a) Subject to Section 2.03(c) and Section 3.05, at any one occasion time and from time to time after the earlier of Closing Date, in the Initial Public Offering event that any Holder holds Registrable Securities that are not registered for resale on a delayed or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of continuous basis, any Holder that holds at least a majority seven and one-half percent (7.5%) of the Registrable Securities (such Holder, as applicable, a “Demanding Holder”), may make a written demand for Registration for all or part of such Registrable Securities on a Registration Statement, which written demand shall notify describe the Company in writing that it or they intend to offer or cause amount and type of securities to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTincluded in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). EXECUTION COPY Registrable Securities for public saleThe Company shall, promptly following the Company will so notify Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable SecuritiesSecurities of such demand, including and each Holder of Registrable Securities who thereafter wishes to include all Holders who have or a right portion of such Holder’s Registrable Securities in a Registration pursuant to acquire a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities. Upon written request of any Holder given Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within ten five (105) business days after the receipt by such the Holder of the notice from the Company Company. For the avoidance of such notificationdoubt, to the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any extent a Requesting Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration also separately possesses Demand Registration rights pursuant to this Section 3; provided2.02, howeverbut is not the Holder who exercises such Demand Registration rights, that if the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company determines of any such written notification from a Requesting Holder(s) to include shares the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be sold by it or any stockholders other than the Holders entitled to have their Registrable Securities included in any registration requests a Registration pursuant to this Section 3a Demand Registration and the Company shall use its commercially reasonable efforts to file a Shelf as soon thereafter as practicable, such registration shall be deemed to have been a registration under Section 2 but not more than thirty (30) days following the Company’s receipt of this Agreementthe Demand Registration, and not a registration under this Section 3, if the Holders for Registration of all Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reasonDemanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated or required to effect a registration (i) more than two (2) Registrations pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Demand Registration Statement pertaining to any registration initiated by the CompanyENNV Holders (other than GSAM), for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration (ii) more than two (2) Registrations pursuant to this Section 3 shall have been received a Demand Registration initiated by GSAM, (iii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Company after Legacy Fast Radius Holders or (iv) more than four (4) Registrations pursuant to a Demand Registration in the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationaggregate, in each case, in any 12-month period; provided, however, that the Company shall use its best efforts in good faith to cause any such a Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) counted for such purposes unless a Registration Statement with respect thereto that may be available at such time has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3effective.

Demand Registration. If on Subject to Section 2.3 at any one occasion time and from time to time after ninety (90) days after the earlier Closing Date, the Holders of a majority in interest of the Initial Public Offering or two (2) years from then-outstanding number of Registrable Securities shall have the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) right to make a written demand to effect one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered registration statements under the Securities Act covering all of their Registrable Securities (the “Demanding Holders”), by delivering a written demand therefor to the Company, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. Any such request by any Demanding Holder pursuant to this subsection 2.1.1 is referred to herein as expeditiously a “Demand Registration Request,” and the registration so requested is referred to herein as possiblea “Demand Registration” (with respect to any Demand Registration, the Demanding Holders making such demand for registration being referred to as the “Initiating Holders”). The Subject to Section 2.3, the Demanding Holders shall be entitled to request (and the Company shall not be required to effect more than effect) an aggregate of one registration (1) Demand Registration in any twelve (12)-month period pursuant to this Section 3subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Demand Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect counted for such purposes unless a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationbecome effective; provided, howeverfurther, that the Company shall use its best efforts in good faith to cause any such a Demand Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in counted for such registration purposes if all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Demand Registration have been so registered. The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities as promptly as practicable but no later than ten (10) Business Days after receipt of the Demand Registration Request. The Company, subject to Section 2.3, shall include in a Demand Registration (a) the Registrable Securities of the Initiating Holders and (b) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 Subsection 2.1.1 (which request shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by specify the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders maximum number of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause intended to be offered Registrable Securities for public sale, and disposed of by such Holder) within five (5) calendar days following the receipt of any such Demand Exercise Notice. The Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willshall, as expeditiously as possible, but subject to Section 2.3, use its best commercially reasonable efforts to effect qualification and (i) file or confidentially submit with the Commission (no later than (A) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (ii) cause to be declared effective as soon as reasonably practicable such registration statement under the Securities Act on said Form S-3 of all or such portion of that includes the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required has been so requested to effect a registration pursuant to this Section 4 unless register, for distribution in accordance with the Holder or Holders are requesting registration intended method of shares distribution and (iii) if requested by the Initiating Holders, obtain acceleration of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for registration statement relating to such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3registration.

Demand Registration. If on At any one occasion time after the earlier day that begins one year after the effective date of the Initial Public Offering Registration Statement and on or two (2) before the end of the day that is five years from after the effective date of the Registration Statement, upon written, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (the "Requesting Holders") of that number of Warrants and/or Warrant Shares which in the aggregate shall constitute a majority of all Warrant Shares issued or issuable under this Agreement (including an occasion excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of registration on Form S- 1 in a registered public offering, pursuant to Rule 144 under the Securities Act, as such rule may be amended from time to time, or its then equivalent) one pursuant to Regulation S under the Securities Act, as such Regulation may be amended from time to time, or more Holders which in the opinion of at least a majority of the Registrable Securities shall notify both counsel to the Company in writing and counsel to the Requesting Holders may otherwise then be publicly sold without registration under the Securities Act), that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving request the initial notice of intent to offer) to be registered registration under the Securities Act of any of the Warrant Shares, the Company must (i) immediately give notice to the other Holders and afford them the opportunity to participate in the registration statement and (ii) as expeditiously promptly as possiblepossible after the receipt of such notice from the Requesting Holders, but in any event within 45 days of the receipt of such notice, and solely at its cost and expense, file a registration statement with respect to the offering and sale or other disposition of the Warrant Shares with respect to which it shall have received such notice. The Company shall not be required to effect more than one Such registration pursuant to this Section 3; providedstatement may, however, that if the Company determines to include shares to satisfies the applicable requirements, be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation made on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration StatementForm S-3. If a registration requested pursuant to this Section 3 3(c) is deemed not to have been effected as provided hereinan underwritten registration, then the Company shall continue to be obligated to effect one demand and other holders of securities of the Company may include securities in such registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to written consent of the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities Warrant Shares for public sale, and the Company shall determine that such which registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration been requested pursuant to this Section 4 unless 3(c) if, but only if, the Holder or managing underwriters of such registration advise the participating Holders are requesting registration of shares Warrant Shares in writing that in their opinion such inclusion will not materially affect the successful marketing of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000the Warrant Shares. The Company shall Holders will not be obligated or required deemed to effect have effected a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by 3(c) unless and until the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company registration statement is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possibledeclared effective. The obligations Company will be obligated to file only one registration statement pursuant to this Section 3(c) which becomes effective, whether or not the registration statement at the time it becomes effective covers all or a portion of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Warrant Shares.

Demand Registration. If on the Company shall receive, at any one occasion time after the earlier of the Initial Public Offering or two (2) years from the effective date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Agreement, a written request from the Holders of at least a majority 50% of the Registrable Securities shall notify then outstanding that the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have file a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered registration statement under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one covering the registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in held by such Registration StatementHolders, either as a result of any limitation on then the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required promptly give written notice of such request to effect a registration pursuant all Holders. As soon as practicable thereafter, and subject to the limitations and restrictions contained in this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of2, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its reasonable best efforts to effect qualification and the registration under of all Registrable Securities which the Securities Act on said Form S-3 of Holders request to be registered, together with all or such portion of the Registrable Securities as the of any Holder or Holders shall specify; providedjoining in such request as are specified in a written request given within twenty (20) days after receipt of such notice from the Company. Notwithstanding the above, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to take any action to effect such registration within ninety (90) days prior to the good faith estimated date of filing of a registration pursuant to this Section 4 during statement for public offering of securities of the period commencing on the Company's filing of, and ending on the date one hundred and twenty Company for its own account or within ninety (12090) days following the effective date ofof such registration. If the requesting Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2(a) and the Company shall include such information in the written notice referred to in Subsection 2(a). In such event, the right of any Registration Statement pertaining Holder to include his or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company and reasonably acceptable to a majority in interest of such Holders according to the number of Registerable Securities held by such Holders. Notwithstanding any underwritten other provision of this Section 2, the Company shall not be required to include in the registration initiated the securities of any Holder unless the Holder accepts and agrees to the terms proposed by the underwriters selected by the Company. If, in the opinion of the underwriters and based on marketing factors identified by such underwriters, the proposed timing of the offering would jeopardize the success of the offering, then the Company shall have a one-time right to defer the filing of the registration statement for a period of not more than ninety (90) days after receipt of the request of the Holders. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company and its officers or directors may include their securities for their own account in such registration, if the underwriter so agrees. In the case that no underwriter is involved in the proposed distribution by the Holders, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2 a certificate signed by the President of the Company stating that, in the good faith judgment of the board of directors of the Company, if it would be seriously detrimental to the written Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of Holders for such the Holders. The Company is obligated to effect only one (1) demand registration pursuant to this Section 4 shall have been received by the Company after 2. "Piggy-Back" Registration. If the Company shall have given determine at any time to all Holders register any of its Common Stock or securities which are convertible into or exercisable for Common Stock (other than a registration relating solely to employee benefit plans, or a registration relating solely to an SEC Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), the Company will: (i) promptly give to the Holders written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws), and (ii) use its best efforts to cause to be included in such registration and in any underwriting involved therein all the Registrable Securities specified in a written request or requests made by the Holders within twenty (20) days after receipt of such written notice stating that the Company is commencing an underwritten registration initiated by from the Company; provided, however, that the number of Registrable Securities so registered may be limited by the underwriter's cut-back provision set forth in Subsection 3(c) below. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Subsection 3(a). In such event, the right of each Holder to register pursuant to Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Any Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3, the Company shall not be required to include in the registration the securities of any Holder unless the Holder accepts and agrees to the terms proposed by the underwriters selected by the Company, and then only in such quantity as will not, in the opinion of the underwriters and based on marketing factors identified by such underwriters, jeopardize the success of the offering by the Company. If the total number of Registrable Securities which the Holders request to be included in any offering exceeds the number of Shares which the underwriters reasonably believe is compatible with the success of the offering, the Company shall only be required to include in the offering so many of the Shares as the underwriters believe will not jeopardize the success of the offering. In such instance, the Registrable Securities of the Holders to be included in the registration shall be allocated among all the Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriters and the other Holders. The securities so withdrawn shall also be withdrawn from registration. The number of Shares proposed to be registered by the Company and the price therefore as proposed by the Company shall have priority in the above process and shall not be reduced until after all Registrable Securities of the Holders have been excluded from the proposed registration. Obligations of the Company. Whenever required under Sections 2 or 3 to use its reasonable best efforts in good faith to effect the registration of any Registrable Securities, the Company shall do the following as expeditiously as possible: Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become and remain effective; provided, however, that, except as set forth in Subsection 4(b) below, the Company shall in no event be obligated to cause such registration statement to remain effective for more than one hundred twenty (120) days. If the registration is effected pursuant to Rule 415 under the Securities Act, which rule allows for the registration of securities to be offered on a continuous or delayed basis, the Company shall promptly (i) take all actions that may be necessary or advisable to maintain the effectiveness of such registration, including but not limited to complying with the undertakings of the registrant in Item 512(a) of Regulation S-K under the Securities Act, (ii) at Purchaser's request, file with the SEC a supplement or supplements to the previously filed prospectus as required by Rule 424 under the Securities Act, and (iii) maintain the effectiveness of such registration statement for at least one hundred twenty (120) days following the filing of any such Registration Statement supplements. Prepare and file with the SEC such amendments and supplements to such registration statements and the prospectus used in connection therewith to comply with the requirements of the Securities Act. Furnish to the Holders such number of copies of a prospectus (including a preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities to be filed sold under the registration statement. Use its reasonable best efforts to register and to become effective as expeditiously qualify the securities covered by such registration statements under the securities laws of such states of the United States as shall be reasonably possible. The obligations appropriate for the distribution of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3securities covered by such registration statement.

Demand Registration. If on any one occasion after Subject to the earlier conditions of this Section 2.2, if the Initial Public Offering or two (2) years Company shall receive a written request from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify then outstanding (the “Initiating Holders”) that the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable file a registration statement under the Securities for public sale, Act covering the Company will so notify all Holders registration of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten at least thirty percent (1030%) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof then outstanding and having an aggregate offering price, net of underwriting discounts and commissions, of at least $7,500,000 (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a “Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein”), then the Company shall continue shall, within thirty (30) days of the receipt thereof, give written notice of such request to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition all Holders, and subject to the rights provided to the Holders limitations of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possiblethis Section 2.2, use its best efforts to effect qualification and effect, as soon as practicable, the registration under the Securities Act on said Form S-3 of all or such portion of Registrable Securities that the Holders request to be registered. If the Initiating Holders intend to distribute the Registrable Securities as the Holder or Holders covered by their request by means of an underwriting, they shall specify; provided, however, that so advise the Company will as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (and reasonably acceptable to the Company). Notwithstanding any other provision of this Agreement, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not be required to effect a registration pursuant to this Section 4 unless 2.2: prior to one hundred eighty (180) days following the Holder or Holders are requesting effective date of the registration of shares of Registrable Securities having an aggregate expected public offering price statement pertaining to the Initial Offering; after the Company has effected two (before deduction of underwriting discounts and expenses of sale2) of at least $500,000. The Company shall not be obligated or required to effect a registration registrations pursuant to this Section 4 2.2, and such registrations have been declared or ordered effective; during the period commencing on starting with the Company's date of filing of, and ending on the date one hundred and twenty eighty (120180) days following the effective date of, any Registration Statement of the registration statement pertaining to any underwritten a public offering; provided that the Company makes reasonable good faith efforts to cause such registration initiated by statement to become effective; if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company, for Company gives notice to the account Holders of the Company, if the written request of Holders for such demand registration pursuant ’s intention to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities make a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.public offering within ninety (90) days;

Demand Registration. If on At any one occasion time after the earlier day that begins one year after the Closing Time and on or before the end of the Initial Public Offering day that is six years after the Closing Time, upon written, or two telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (2the "Requesting Holders") years from of that number of Warrants and/or Warrant Shares which in the date aggregate shall constitute a majority of all Warrant Shares issued or issuable under this Agreement (including an occasion excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of registration on Form S- 1 or its then equivalent) one or more Holders of at least in a majority of registered public offering, pursuant to Rule 144 under the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleAct, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by as such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as rule may be requested by any Holder thereof (including the Holder amended from time to time, or Holders giving the initial notice of intent pursuant to offer) to be registered Regulation S under the Securities Act Act, as expeditiously as possible. The Company shall not such Regulation may be required amended from time to effect more than one registration pursuant to this Section 3; providedtime, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or which in the opinion of both counsel to the underwriters is not likely toCompany and counsel to the Requesting Holders may otherwise then be publicly sold without registration under the Act), that such Holder or Holders request the registration under the Act of any of the Warrant Shares, the Company shall (i) constitute a Qualified Public Offering; or immediately give notice to the other Holders and afford them the opportunity to participate in the registration statement and (bii) during as promptly as possible after the period commencing on receipt of such notice from the Company's filing ofRequesting Holders, but in any event within 45 days of the receipt of such notice, and ending on solely at its cost and expense, file a registration statement with respect to the date one hundred offering and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account sale or other disposition of the Company, or by Company in response Warrant Shares with respect to the exercise of demand which it shall have received such notice. Such registration rights by other stockholders of the Companystatement may, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by Company satisfies the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; providedapplicable requirements, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statementmade on Form S-3. If a registration requested pursuant to this Section 3 3(c) is deemed not to have been effected as provided hereinan underwritten registration, then the Company shall continue to be obligated to effect one demand and other holders of securities of the Company may include securities in such registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to written consent of the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities Warrant Shares for public sale, and the Company shall determine that such which registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration been requested pursuant to this Section 4 unless 3(c) if, but only if, the Holder or managing underwriters of such registration advise the participating Holders are requesting registration of shares Warrant Shares in writing that in their opinion such inclusion will not materially affect the successful marketing of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000the Warrant Shares. The Company Holders shall not be obligated or required deemed to effect have effected a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by 3(c) unless and until the Company after the registration statement is declared effective. The Company shall have given be obligated to file only one registration statement pursuant to this Section 3(c) which becomes effective, whether or not the registration statement at the time it becomes effective covers all Holders of Registrable Securities or a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations portion of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Warrant Shares.

Demand Registration. If on (i) At any one occasion after time and from time to time, any Holder shall have the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least option and right, exercisable by delivering a majority of the Registrable Securities shall notify written notice to the Company in writing that it or they intend (a “Demand Notice”), to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, require the Company will so notify all Holders to, pursuant to the terms of Registrable Securitiesand subject to the limitations contained in this Agreement, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered register under the Securities Act as expeditiously as possible. The all or a portion of its Registrable Securities and to prepare and file with the Commission a Registration Statement, which shall include a Long-Form Registration Statement or a Short-Form Registration Statement, registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice (a “Demand Registration”); provided that the Company shall not be required obligated to effect more than one registration pursuant to this Section 3; provided, however, that three Demand Registrations within any 12-month period if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to three Demand Registrations have been a registration under Section 2 of this Agreement, declared and not a registration under this Section 3, if ordered effective during such 12-month period and the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all register and sell at least 90% of the Registrable Securities requested by the Holders for inclusion to be included in such registration pursuant to Section 2 aboveregistrations. A registration requested pursuant to this Section 3 For the avoidance of doubt, a Requested Underwritten Offering shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition subject to the rights provided to limitation on the Holders number of Demand Registrations in the immediately preceding sentence. The Demand Notice must include such information regarding the Holder, the approximate number of Registrable Securities that the Initiating Holder intends to include in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, such Demand Registration and the Company intended methods of disposition thereof as shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account sale of the Company, if Holder’s Registrable Securities. In the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating event that the Company is commencing an underwritten registration initiated by the Company; providedfiles a Form S-1 pursuant to any Demand Registration, however, that the Company shall use its best commercially reasonable efforts in good faith to cause any such Registration Statement convert the Form S-1 to be filed and to become effective a Form S-3 as expeditiously soon as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time practicable after the Company has effected three registrations for is eligible to use Form S-3. Notwithstanding anything to the benefit contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as of Registrable Securities pursuant to a Registration Statement on Form S-3the date of the Demand Notice, of at least $ 20.0 million (the “Minimum Amount”).

Demand Registration. If on (a) At any one occasion time after 180 days after the earlier date on which the Company becomes subject to Section 13 or Section 15(d) of the Initial Public Offering or two (2) years from Exchange Act, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders holders of at least a majority fifty percent (50%) of the Registrable Securities may request the Company register under the Securities Act the Registrable Securities held by such requesting holders in a firm commitment underwritten public offering or any other method of distribution (including offerings involving a delayed or continuous offering pursuant to Rule 415 under the Securities Act); provided, however, that the holders of Registrable Securities shall be entitled under this Section 2 to no more than the number of shares of Common Stock sufficient to yield net proceeds equal to the aggregate number of Registrable Securities multiplied by the per share initial public offering price multiplied by 0.33 ("Minimum Demand Proceeds"); provided further however, that if the underwritten public offer (or other method of distribution) does not yield the Minimum Demand Proceeds, the holders of Registrable Securities shall be entitled to request additional registrations until the holders of Registrable Securities shall have yielded the Minimum Demand Proceeds. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing that it or they intend to offer or cause of their desire to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTincluded in such registration. EXECUTION COPY The right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering (or such other method of distribution) and the inclusion of their Registrable Securities for in the underwritten public sale, offering (or such other method of distribution) to the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securitiesextent provided herein. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the The Company will use its best efforts to cause such expeditiously effect the registration of the all Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered whose holders request participation in such registration under the Securities Act as expeditiously as possible. The Company and shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, keep such registration effective until the Registrable Securities thereunder shall be deemed to have been a registration under Section 2 sold, but only to the extent provided for in the following provisions of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith not be required to cause any such Registration Statement effect registration pursuant to a request under this Section 2 more than one (1) time for the holders of the Registrable Securities as a group; provided further however, that if a registration statement does not include the number of Registrable Securities requested by the holders thereof to be included in such registration statement, it shall not be counted as a registration statement initiated pursuant to this Section 2. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of a registration statement filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company covering a firm commitment underwritten public offering in response to which the exercise of demand registration rights of other stockholders of the Company, the Holders holders of Registrable Securities shall have been able entitled to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration join pursuant to Section 2 above. A registration requested pursuant to this Section 3 and in which there shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of effectively registered all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a which registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3requested.

Demand Registration. If on (a) At any one occasion time after the earlier publication by the Parent of the Initial Public Offering or two (2) years financial results covering at least 30 days of post Merger combined operations, upon written notice from the date of this Agreement Representatives (including an occasion of as hereinafter defined) in the manner set forth in Section 11(h) hereof requesting that the Parent effect the registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act of any or all of the Registrable Securities, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Parent shall use its reasonable best efforts to effect, in the manner set forth in Section 5, the registration under the Securities Act of all of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request, provided that: (i) if, within 5 business days of receipt of a registration request pursuant to this Section 2(a), Parent is advised in writing (with a copy to the Holder requesting registration) by the lead underwriter of the proposed offering described below that, in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect any immediately planned offering of securities by Parent as expeditiously as possible. The Company shall not be required to effect more than one which Parent was In Registration prior to receipt of notice requesting registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been 2(a) (a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission"Transaction Blackout"), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders Parent shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless 2(a) until the earliest of (A) the abandonment of such offering or (B) 120 days after receipt by the Holder or Holders are requesting registration of shares the lead underwriter's written opinion referred to above in this subsection (i)); (ii) if, while a registration request is pending pursuant to this Section 2(a), Parent has determined in good faith that the filing of Registrable Securities having an aggregate expected a registration statement would require the disclosure of material non-public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company information that Parent has a bona fide business purpose for preserving as confidential, Parent shall not be obligated or required to effect a registration pursuant to this Section 4 during 2(a) until the period commencing on earlier of (1) the Company's filing ofdate upon which such material information is otherwise disclosed to the public or ceases to be material or Parent is able to so comply with applicable SEC requirements, as the case may be, and ending on (2) 90 days after Parent makes such good-faith determination; (iii) Parent shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) if such registration request is for a number of Registrable Securities with a then market value of less than $150 million or (B) more than 36 months have elapsed since the date one hundred and twenty Effective Time; (120iv) days following at least four months have elapsed since the effective date of, any Registration Statement pertaining to any underwritten registration initiated last request made by the CompanyRepresentatives on behalf of any Holders; and (v) no more than three demands under this Section 2 shall be required to be honored. (b) Notwithstanding any other provision of this Agreement to the contrary: (i) a registration requested on behalf of a Holder pursuant to this Section 2, shall not be deemed to have been effected (and, therefore, not requested for purposes of subsection 2(a)), (A) unless the account registration statement filed with respect to such Holder's Registrable Securities has become effective or (B) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the CompanySEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, all of the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement or (C) if the written conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied (other than by reason of an act or omission by such Holder) or waived by the underwriters; and (ii) a registration requested by a Holder pursuant to this Section 2 and later withdrawn at the request of Holders such Holder shall be deemed to have been effected (and, therefore, requested for purposes of Section 2(a)), whether withdrawn by the Holder prior to or after the effectiveness of such demand requested registration, unless such request is withdrawn by a Holder prior to the filing of a registration statement with the SEC; and (c) In the event that any registration pursuant to this Section 4 2 shall involve, in whole or in part, an underwritten offering, a Holder shall have been received by the Company after the Company right to designate an underwriter reasonably satisfactory to Parent as a co-manager of such underwritten offering and Parent shall have given the right to all Holders designate the lead underwriter reasonably satisfactory to the Holder of such underwritten offering. (d) Parent shall have the right to cause the registration of additional securities for sale for the account of any person (including Parent) in any registration of Registrable Securities requested by a written notice stating Holder pursuant to Section 2(a); provided that Parent shall not have the Company right to cause the registration of such additional securities if such person is commencing an underwritten registration initiated advised in writing (with a copy to the Parent) by the Company; providedlead underwriter that, however, that the Company shall use its best efforts in such firm's good faith to cause any opinion, registration of such Registration Statement to be filed additional securities would materially and to become effective as expeditiously as shall be reasonably possible. The obligations adversely affect the offering and sale of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3then contemplated by such Holder. 3.

Demand Registration. If on any one occasion (i) From and after the earlier date hereof, the holders of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities then outstanding Greenwich Stock shall notify have the right to require the Company to effect up to two registrations of their Common Stock on Form S-1 under the Securities Act and, if available, unlimited registrations on Form S-2 or S-3 under the Securities Act, (ii) from and after a Qualified Public Offering, SG shall have the right to require the Company to effect up to two registrations of Common Stock on Form S-2 or S-3 , and (iii) from and after a Qualified Public Offering, the holders of Warrant Shares shall have the right to require the Company to effect up to three registrations of Warrant Shares and Conversion Shares (any such registration, a "DEMAND REGISTRATION") (the Stockholder requesting such Demand Registration, the "REQUESTING STOCKHOLDER"), each such request to specify the intended method or methods of distribution thereof (which may include a distribution in writing an underwritten offering). Upon receipt of any request for a Demand Registration, the Company shall give prompt written notice of such request to each Stockholder, and, subject to the provisions set forth below, 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 (including shares covered by Vested Options to the extent that it or they intend the Company receives appropriate assurances that such Options will be exercised upon effectiveness of such registration). If other shares of Common Stock are included in any Demand Registration that is not an underwritten offering, all Stockholder Shares included in such offering shall be sold prior to offer or cause the sale of any of such other securities. If other shares of Common Stock are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company that in its opinion the number of securities to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleincluded exceeds the number of securities which can be sold in such offering without adversely affecting the pricing or marketability thereof, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by include in such Holder from the Company of such notificationregistration FIRST, the Company will use its best efforts to cause such Stockholder Shares of the Registrable Securities as may be requested Requesting Stockholder, SECOND, the Stockholder Shares of Greenwich and SG, on a pro rata basis and THIRD, all other Stockholder Shares, pro rata among the holders thereof, based on the percentage of the outstanding Stockholder Shares held by any Holder thereof each such Stockholder (including assuming the Holder or Holders giving the initial notice exercise of intent to offer) to be registered under the Securities Act as expeditiously as possibleall Vested Options held by participating Stockholders). The Company shall not be required have the right to effect more than one registration pursuant select the investment banker(s) and manager(s) to this Section 3; providedadminister any Demand Registration that is an underwritten offering, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response subject to the exercise approval of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Greenwich Stock to be offered Registrable Securities for public sale, and the Company shall determine that included in such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Registration.

Demand Registration. If on any one occasion after the earlier Section 2.1 of the Initial Registration Rights Agreement is hereby amended and restated as follows: Subject to Section 2.4, at any time and from time, a Holder of Registrable Securities (other than a Shareholder or Pxxxxx) may, by written notice to the Corporation, request that the Corporation effect a Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders Registrable Securities expected to result in gross sale proceeds of at least $50,000,000 (a majority “Demand Registration”). All requests made pursuant to this Section 2.1 will specify the aggregate number or amount of Registrable Securities to be registered at such Initiating Holder’s request, the intended methods of disposition thereof, and, subject to Section 2.4, the jurisdiction in which such registration is requested (being the United States and any province or territory of Canada). Subject to Section 2.4, the Corporation will use its commercially reasonable efforts to effect such registration of the Registrable Securities shall notify in the Company jurisdiction in writing that it or they intend which the Corporation has been so requested to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possibleregister. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to Corporation may include in any such Demand Registration Statement other securities of the Corporation for sale for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including Registrable Securities of the Shareholders, Pxxxxx, subject to the limitations under the Pxxxxx Agreement, and Pre-IPO Holders), subject to Section 4.3; provided that if Pxxxxx ceases to be an employee of the Corporation due to resignation, retirement or termination for cause by the Corporation, the rights of Pxxxxx to participate in a Demand Registration shall terminate. Any Demand Registration by Baring can only be requested after Baring has fully complied with the TELUS ROFR. Any Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.1 (including any Initiating Holder) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from an Initiating Holder (or if there is more than one Initiating Holder, from all such Initiating Holders) with respect to all of the Registrable Securities initially requested for inclusion included by such Initiating Holder(s) in such Demand Registration, the Corporation shall cease all efforts to secure effectiveness of the applicable Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on (i) At any one occasion time after the earlier Closing, any Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the Initial Public Offering number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or two continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (2) years from a “Demand Registration”). Prior to delivering a Demand Notice to the date Company, a Holder shall provide notice to each of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more the other Holders of at least its intention to deliver a majority Demand Notice and offer such other Holders the opportunity to participate in delivering a joint Demand Notice. If any other Holders elect to participate in such joint Demand Notice within 2 days following receipt of notice, then such Holders shall be required to deliver a joint Demand Notice with respect to the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify of all Holders participating in such joint Demand Notice. Each Holder that participates in the delivery of Registrable Securities, including all Holders who have a right joint Demand Notice shall be an Initiating Holder with respect to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possiblethat Demand Notice. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if Demand Notice must set forth the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders number of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able Initiating Holder(s) intend to include in such registration all Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities requested by of the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this included therein after compliance with Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having 2(b)(ii) have an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) value of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing 50 million based on the Company's filing of, and ending on VWAP (the “Minimum Amount”) as of the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Demand Notice.

Demand Registration. (a) If on any one occasion after as of February 25, 2011, the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of Holder has determined that it is unable at least a majority of that time to sell the Registrable Securities shall notify free from any of the Company volume restrictions imposed by Rule 144 under the Act (or any successor rule thereto) and such determination is set forth in writing that it or they intend a written opinion of Holder’s legal counsel addressed to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public salethe Company, then beginning on such date the Company will so notify all Holders of Registrable Securities, including all Holders who have Holder may make a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company (“Demand Registration Request”) to file a registration statement (the “Demand Registration Statement”) with the Commission under the Act covering the proposed sale to the public of the specified number of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected Shares on Form S-3 (or any similar successor form promulgated thereto) or any other registration statement form that is available for use by the Commission)Company. The Demand Registration Request must be dated, accompanied by the written opinion of Holder’s counsel discussed above, contain a request as to the exact number of Registrable Securities the Holder wishes to register pursuant to a Demand Registration Statement, and be signed by an authorized officer of the Holder. In connection with the filing of the Demand Registration Statement, the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, shall also use its best commercially reasonable efforts to effect qualification and registration register or qualify such Registrable Shares covered by such Registration Statement under the Securities Act on said Form S-3 of all such U.S. state securities or such portion of the Registrable Securities blue sky laws as the Holder or Holders shall specifyreasonably request; provided, however, that that, with respect to the foregoing, the Company will shall not for any such purpose be required to effect qualify generally to do business as a registration pursuant to foreign corporation in any jurisdiction where, but for the requirements of this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale2(a) of at least $500,000. The Company shall it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or required to effect a registration pursuant consent to this Section 4 during the period commencing on the Company's filing of, general service of process in any such jurisdiction. Any offering and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders sale of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as Shares hereunder shall be reasonably possible. effected through normal brokers’ transactions on The obligations of Nasdaq Global Market or on any securities exchange or market on which the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3MAKO Common Stock is then listed or traded or in privately negotiated transactions.

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for shall receive at any time after its initial firm-commitment public sale, the Company will offering (so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written long as such request of any Holder given is not within ten (10) business 180 days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any a registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received statement filed by the Company after covering an underwritten offering of an of its securities to the Company has given notice public) a written request from holders ("Holders") of shares of Common Stock issued or to all Holders be issued upon exercise of Registrable Securities stating that the Company is commencing a registration; provided, howeverany Bridge Notes ("Bridge Stock") holding at least 666,667 shares of Common Stock, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If file a registration requested pursuant to this Section 3 is deemed not to have been effected as provided hereinstatement for its Common Stock, then the Company shall continue to be obligated use commercially reasonable efforts to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar successor form promulgated by the Commission)replacing Form S-3, the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willif practicable, as expeditiously as possible, use its best efforts to effect qualification would permit or facilitate the sale and registration under the Securities Act on said Form S-3 distribution of all or such portion of such Bridge Stock as is specified in such request. For purposes of this Agreement, the Registrable Securities as term "Restricted Securities" shall mean all Bridge Notes and Bridge Stock that bear the restrictive legend set forth in Section 8 of the Bridge Notes. If the managing underwriter for the respective offering, if any, advises the Company in writing that the inclusion in such registration of some or all of the Bridge Stock sought to be registered by the Holder or Holders shall specify; provided, however, in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company will not or such requesting or demanding holder plus the number of securities sought to be required registered by the Holders is too large a number to effect a be reasonably sold, the number of securities sought to be registered for each Holder shall be reduced pro rata, in proportion to the number of securities sought to be registered by all Holders (including Holders requesting registration pursuant to this Section 4 unless registration rights granted under the Holder or Holders are requesting Note and Warrant Purchase Agreement), to the extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter (the "Recommended Number"), subject at all times to those registration rights granted to certain holders of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofsecurities set forth in the Investors' Rights Agreement, the Oxygen Subscription Agreement and ending on the date one hundred and twenty (120) days following the effective date ofRegistration Rights Agreement dated October 30, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by 1999 between the Company after and Guidance Solutions, Inc. (the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such "Guidance Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Rights Agreement").

Demand Registration. If on any one occasion after the earlier After receipt of a written request (a "Registration Request") from Holders collectively holding at least 25% of the Initial Public Offering total number of Registrable Securities requesting that the Company effect the registration of Registrable Securities under the Securities Act of 1933 (the "1933 Act") and specifying the intended method or two methods of disposition thereof, if any, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder may elect (2by written notice sent to the Company) years within ten days from the date of such Holder's receipt of the aforementioned Company's notice to have all or any part of its Registrable Securities included in such regis tration thereof pursuant to this Agreement Section 1(a); provided, however, that, in the case of an underwritten offering, the Company shall have the right to approve of the underwriters selected by such Holders, such approval not to be unreasonably withheld. Thereupon the Company shall, as expeditiously as is possible, use commercially reasonable efforts to effect the registration under the 1933 Act of all shares of Registrable Securities which the Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (including an occasion of registration on Form S- 1 in accordance with the intended method or its then equivalentmethods thereof, as aforesaid) one or more Holders of at least a majority of the Registrable Securities shall notify so registered; provided, however, that, subject to the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleprovisions of the immediately following sentence, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration of Registrable Securities pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason1(a). The Company shall not be obligated or required have the right to effect a registration pursuant to this Section 3: (a) if defer the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration statement requested pursuant to this Section 3 shall not be deemed to have been effected (i1(a) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 not to exceed ninety (90) days beyond if in the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement good faith determination of the distribution by the holders Board of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations Directors of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for filing of such registration statement would be materially adverse to the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Company.

Demand Registration. If on (a) At any one occasion time after the earlier 180th day after the consummation of the Initial Public Offering Offering, VSI shall have the right, by written notice (the "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or two any portion of VSI's Registrable Shares, as designated by VSI. Upon receipt of such Demand Notice, the Company shall promptly, but in no event more than five days after receipt thereof, notify all other Holders of the receipt of such 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 from such other Holders within 20 days after delivery of the Company's notice. A Demand Registration under this Section 2(a) may, at VSI's option, be either an underwritten or a non-underwritten offering. In connection with any Demand Registration under this Section 2(a) in which more than one Holder participates, in the event that the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (2or during the time of) years from such offering without delaying or jeopardizing the date success of this Agreement such offering (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority the price per share of the Registrable Securities shall notify Shares to be sold), then the Company in writing that it or they intend to offer or cause amount of Registrable Shares to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all account of the Holders shall be reduced pro rata on the basis of the number of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be Shares requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3by each such Holder; provided, however, that if such reduction shall be limited, with respect to each Holder (other than VSI), to 50% of the Company determines to include shares original amount requested by such Holder to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion included in such Demand Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, such Holder (so that if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of a Holder initially requested that 1,000 Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to Shares be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statementoffering, the amount of such Holder's Registrable Shares to be included in such offering may be reduced to no less than 500 Registrable Shares). If a registration requested In the event that the total number of Registrable Shares to be included in the offering, after giving effect to the reductions made pursuant to this Section 3 is deemed not to have been effected as provided hereinthe preceding sentence, still exceed the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders amount of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Shares to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, VSI shall be further reduced (to zero if the written request necessary). VSI shall be entitled to an unlimited number of Holders for such demand registration pursuant to Demand Registrations under this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company2(a); provided, however, that the Company shall use its best efforts in good faith to cause any such VSI may not exercise more than one Demand Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at 2(a) during any time after the Company has effected three registrations twelve-month period; and provided, further, that any Demand Registration under this Section 2(a) that does not become effective or is not maintained for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3time period required in accordance with Section 2(e) hereof shall not count as such Demand Registration.

Demand Registration. If on At any one occasion after the earlier of the Initial Public Offering or two (2) years time and from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) time to time, one or more Initiating Holders of at least a majority may request in writing that all or part of the Registrable Shares shall be registered for sale under the Securities Act. Within 5 days after receipt of any such request, Seller shall notify give written notice of such request to the Company other Holders and shall include in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY such registration all Registrable Securities for public sale, the Company will so notify Shares held by all Holders of Registrable Securities, including all such Holders who have a right wish to acquire Registrable Securities. Upon participate in such demand registration and provide Seller with written request of any Holder given requests for inclusion therein within ten (10) business 15 days after the receipt by of Seller's notice. Thereupon, Seller shall effect the registration of all Registrable Shares as to which it has received requests for registration specified in the request for registration. Seller shall not be required to effect any such Holder from registration prior to the Company first anniversary date hereof; provided, however, that the Initiating Holders may request registration hereunder prior to the first anniversary hereof and in such event Seller shall undertake to issue the notices referred to herein prior to such first anniversary so as to permit the filing of registration statement promptly after such notificationfirst anniversary. Notwithstanding any other provision of this Article VII, if the Company will use its best efforts to cause such managing underwriter advises the Holders 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 to be offered by Seller or by shareholders other than the Holders, and second, to the extent necessary, and only if all shares to be offered by Seller and by shareholders other than Holders have been excluded, Registrable Securities as Shares. Seller may be requested by not cause any Holder thereof other registration of securities for sale for its own account (including the Holder or Holders giving the initial notice of intent other than a registration effected solely to offerimplement an employee benefit plan) to be registered under initiated after a registration requested pursuant to this Section 7.3 and to become effective less than 90 days after the Securities Act as expeditiously as possibleeffective date of any registration requested pursuant to this Section 7.3. The Company Seller shall not be required to effect more than one registration three registrations pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-37.3.

Demand Registration. In the event that either of the Holders ------------------- request, but the Company does not include, that number of Registrable Shares indicated for such Holder on Schedule I hereto in a Registration Statement declared effective by the Commission in the first calendar quarter of 1998, then such Holder may request, in writing, that the Company effect a separate demand registration of that number of Registrable Shares that when added to the number of Registrable Shares sold by such Holders in any prior offering, if any, equals such number set forth on Schedule I opposite such Holder. If the Holders intend to distribute the Registrable Shares in an underwritten offering, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Holders to participate shall be conditioned on their participation in such underwriting upon the same terms and conditions. Upon receipt of any one occasion such request, the Company shall promptly give written notice of such proposed registration to all Holders (and any other person to whom the Company is obligated to provide such notice) which Holders and other persons shall have the right, by giving written notice to the Company within 30 days after the earlier Company provides its notice, to elect to have included in such registration such of their Registrable Shares or other securities as they may request; provided that if the Initial Public Offering or two (2) years from underwriter managing the date offering determines that, because of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority marketing factors all of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Shares requested to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleregistered may not be included in the offering, the Company will so notify all Holders of Registrable Securities, including then all Holders who have a right to acquire requested registration shall participate in the registration pro rata based on their total ownership of Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3Shares; provided, further, however, that if the Company determines to include any shares of Common Stock are to be sold by it or any stockholders other than the Holders included in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of any person other than the CompanyHolders, or by Company such shares shall be reduced before any reduction in response the number of Registrable Shares requested to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received be included by the Holders. The Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then willshall, as expeditiously as possible, use its best efforts to effect qualification and the registration under the Securities Act on said Form S-3 of all or such portion Registrable Shares that have been the subject of the Registrable Securities as request under this paragraph and shall maintain the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration effectiveness of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations for a period of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-390 days.

Demand Registration. If on At any one occasion after time following the earlier Closing and expiration or waiver of any lockup applicable to such Holders party hereto, the Initial Public Offering Initiating Holders may request in writing that all or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority part of the Registrable Securities held by them shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act (a “Demand Registration”). Within ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect the registration of all Registrable Securities as expeditiously to which it has received requests for registration as possiblesoon as practicable; provided that (i) the Company shall not be required to effect any registration under this Section 2.2 (x) within a period of ninety (90) days following the effective date of a previous registration and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.5 and is effective and available for use. The Company shall not be required to effect more than one (A) two (2) registration pursuant to under this Section 2.3 requested by the Sponsor and (B) three (3; provided, however, that if ) registrations under this Section 2.2 requested by the Major Shareholder Initiating Holders. If the Company determines shall furnish to include shares to be sold by it or any stockholders other than the Holders a certificate signed by the Chief Executive Officer of the Company stating that in any registration requests pursuant the good faith judgment of the Company Board it would be seriously detrimental to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not the Company or its shareholders for a registration under this Section 32.2 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.2, provided that the Company shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 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 with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration then either the Initiating Holders 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 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities are unable proposed to include be registered shall be reduced pro rata to the respective number of Registrable Securities held by the Holders; provided that in any event all Registrable Securities held by the Initiating Holders and any other Holders that elect to participate in any such Registration Statement all registration must be included in such registration (pro rata based on the total amount of Registrable Securities held by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Registrable Securities initially requested for inclusion in such Registration StatementCompany, either as a result of any limitation on the registration of including shares placed held by the underwriters or for any persons other reasonthan Holders. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or register securities for sale for its own account in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed 2.2 unless permitted to have been effected (i) unless a Registration Statement with respect thereto has been declared effective do so by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement written consent of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3Initiating Holders.

Demand Registration. If on (a) Subject to the provisions hereof, at any one occasion after time and from time to time during the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) Registration Period, one or more Holders (each such Holder, a "Demand Holder") may request the Corporation to file a Qualifying Prospectus to Register the offering of at least a majority all or part of the Registrable Securities (such offering being hereinafter referred to as a "Demand Registration"). Such a request shall notify the Company be in writing that it or they intend to offer or cause (a "Demand") and shall specify the Proposed Prospectus Filing Date, number of Registrable Securities to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTsold (the "Demand Registrable Securities"), the intended method of disposition and the jurisdictions in which the Demand Holders, acting reasonably, request that the Demand Registration be effected and contain the undertaking of the Demand Holders making the request to provide all such information regarding such Demand Holders as may be required in order to permit the Corporation to comply with all Applicable Securities Laws with respect to such Demand Registration. EXECUTION COPY Thereupon, the Corporation shall use its commercially reasonable efforts to effect the registration of all Registrable Securities as to which it has received Demands, subject to the limits set forth herein. The Holders may not make more than two requests for public saleDemand Registrations in any Registration Year, or one request in the Company will so notify all event that the Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of may sell the Registrable Securities as may be requested in the United States pursuant to Rule 144 under the U.S. Securities Act without being subject to the limitations imposed by any Holder thereof (including volume and manner of sale restrictions contained therein on the Holder or date of such request. The Holders giving the initial notice of intent to offer) shall not request a Demand Registration to be registered conducted in a manner that would require the filing of a prospectus, registration statement or other disclosure document in a jurisdiction outside Canada or the United States or subject the Corporation to continuous direct disclosure obligations under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders applicable securities laws in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 other jurisdiction. No offering of this Agreement, and not a registration Registrable Securities under this Section 3, if 2.1(a) shall relieve the Holders Corporation of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required its obligations to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration Piggy Back Registrations pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission2.2(a), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on any one occasion From and after the earlier date hereof, the holders of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities then outstanding Greenwich Stock shall notify have the right to require the Company to effect up to two registrations of their Common Stock on Form S-1 under the Securities Act and, if available, unlimited registrations on Form S-2 or S-3 under the Securities Act and from and after a Qualified Public Offering, SG shall have the right to require the Company to effect up to two registrations of Common Stock on Form S-2 or S-3 (any such registration, a "DEMAND REGISTRATION"), each such request to specify the intended method or methods of distribution thereof (which may include a distribution in writing an underwritten offering). Upon receipt of any request for a Demand Registration, the Company shall give prompt written notice of such request to each Stockholder and the Warrant Agent, and, subject to the provisions set forth below, 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 (including shares covered by Vested Options to the extent that it or they intend the Company receives appropriate assurances that such Options will be exercised upon effectiveness of such registration). If other securities are included in any Demand Registration that is not an underwritten offering, all Stockholder Shares included in such offering shall be sold prior to offer or cause the sale of any of such other securities. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company that in its opinion the number of securities to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleincluded exceeds the number of securities which can be sold in such offering without adversely affecting the pricing or marketability thereof, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by include in such Holder from the Company of such notificationregistration first, the Company will use Stockholder Shares of Greenwich and SG, on a pro rata basis, second, the Stockholder Shares of Societe Generale and its best efforts to cause such assigns on a pro rata basis and third, all other Stockholder Shares, pro rata among the holders thereof, based on the percentage of the Registrable Securities as may be requested outstanding Stockholder Shares held by any Holder thereof each such Stockholder (including assuming the Holder or Holders giving the initial notice exercise of intent to offer) to be registered under the Securities Act as expeditiously as possibleall Vested Options held by participating Stockholders). The Company shall not be required have the right to effect more than one registration pursuant select the investment banker(s) and manager(s) to this Section 3; providedadminister any Demand Registration that is an underwritten offering, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response subject to the exercise approval of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause Greenwich Stock to be offered Registrable Securities for public sale, and the Company shall determine included in such Demand Registration. The parties hereto acknowledge that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company 10 is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders holder(s) of Registrable Securities SG Warrants and the shares of Common Stock into which the SG Warrants are exercisable and their successors or assigns. The Company agrees to provide notice to the Warrant Agent of any Demand Registration or Company Registration pursuant to a Registration Statement on Form S-3this Section 10.

Demand Registration. If on (a) Subject to Section 2(e) below, the Majority Holders may at any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company time request in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders registration of Registrable SecuritiesNotes under the Act, including all Holders who have a right to acquire Registrable Securities. Upon written request and under the securities or blue sky laws of any Holder given within ten (10) business days after the receipt jurisdiction designated by such Holder from holder or holders (each such registration under this Section 2(a) that satisfies the Company of such notificationrequirements set forth in Section 2(b) is referred to herein as a "Demand Registration"). Notwithstanding the foregoing, in no event shall the Company will use its best efforts to cause such of Issuers and the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not Guarantors be required to effect more than two Demand Registrations. Two or more Registration Statements filed in response to one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to Demand Registration request shall be sold counted as one Demand Registration. Each request for a Demand Registration by it or any stockholders other than the Holders in any respect thereof shall specify the amount of the Registrable Notes proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration requests pursuant is desired. Upon a request for a Demand Registration, the Issuers shall promptly take such steps as are necessary or appropriate to this Section 3, such prepare a Registration Statement providing for the registration of the Registrable Notes to be sold. The Issuers shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable entitled to include in any registration statement and offering made pursuant to a Demand Registration Notes held by Persons other than the Holders. Subject to their ability to issue a Blockage Notice, the Issuers and the Guarantors agree to use their best efforts to keep the Registration Statement continuously effective until 24 months from the date such Registration Statement is declared effective by SEC or such shorter period that will terminate when all of the Registrable Securities initially requested Notes covered by the Registration Statement have been sold pursuant to the Registration Statement or otherwise cease to be Registrable Notes. The Issuers and the Guarantors further agree to supplement or amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by them for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed Statement or by the underwriters 1933 Act or for by any other reason. The Company shall not be obligated rules and regulations thereunder for shelf registration or required if reasonably requested by a Holder with respect to effect a registration pursuant information relating to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing ofsuch Holder, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its their best efforts in good faith to cause any such Registration Statement to be filed and amendment to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective usable as expeditiously soon as shall be reasonably possiblethereafter practicable. The obligations of Issuers and the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of Guarantors agree to furnish to the Holders participating in such Demand Registration copies of Registrable Securities pursuant to a Registration Statement on Form S-3any such supplement or amendment promptly after its being used or filed with the SEC.

Demand Registration. If on any one occasion after (a) Upon the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notificationHolder, the Company will use its best efforts to cause such the prompt Registration under the Securities Act, subject to the provisions of the this Section 1, of all Registrable Securities Holder has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registrationRegistration; provided, however, that the Company shall use not be required to -------- ------- effect such Registration unless the market value of the Registrable Securities to be sold in such Registration shall be estimated to be at least $1,000,000 at the time of filing such Registration Statement. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 1.1(a), if the Company shall furnish to Holder a certified resolution of its best efforts Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale or assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be declared Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause any such Registration Statement to be filed withdrawn and to become effective as expeditiously as the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be reasonably possible and provided further that in the case of entitled not to file any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then until such Disadvantageous Condition no longer exists (notice of which the Company shall continue promptly deliver to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the CommissionHolder), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the -------- ------- Company may not exercise such right more than one (1) time in any twelve (12) month period. Upon receipt of any such notice of a Disadvantageous Condition, Holder will not be required to effect a registration pursuant to this Section 4 unless forthwith discontinue use of the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any disclosure document contained in such Registration Statement pertaining to any underwritten registration initiated and, if so directed by the Company, for Holder shall deliver to the account Company all copies, other than permanent file copies then in Holder's possession, of the Companydisclosure document then covering such Registrable Securities current at the time of receipt of such notice, if and, in the written request event no Registration Statement has yet been filed, all drafts of Holders for the disclosure document covering such demand registration pursuant to this Section 4 shall have been received by Registrable Securities. In the Company after event that the Company shall have given to all Holders give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate and in any event within 180 days of such notice file a new Registration Statement covering the Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 1.1(c). Holder may, at any time prior to the Effective Date of the Registration Statement relating to such Registration, revoke such request by providing a written notice stating that to the Company is commencing an underwritten registration initiated by the Companyrevoking such request; provided, -------- however, that the Company shall use its best efforts in good faith not be obligated to cause any pay the Registration ------- Expenses relating to such withdrawn Registration Statement unless Holder agrees to have such withdrawn Registration deemed to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations one of the Company under this Section 4 shall expire at any time after Registrations with respect to which the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a bears Registration Statement on Form S-3Expenses.

Demand Registration. If If, on any one occasion or after the earlier to occur of December 31, 2000, or the Initial Public Offering or two (2) years from expiration of 180 days after the date of this Agreement (including an occasion of Company shall have first offered its securities pursuant to a registration on Form S- 1 or its then equivalent) one or more under the 1933 Act, Initiating Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they such Holders intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY for sale to the public all or any portion of the Registrable Securities for public saleunder such circumstances as would require registration thereof under the 1933 Act or qualification thereof under one or more state securities laws of jurisdictions in which the offer is to be made, the Company will so will, as expeditiously as possible, (i) notify all Holders of other than the Initiating Holders that it has been requested to register Registrable SecuritiesSecurities under the 1933 Act pursuant to this Section 8.1, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten and (10ii) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible1933 Act, if applicable, and registered or qualified under any state securities laws to the extent required (in the opinion of counsel referred to in this Section 8.1) to permit the sale or other disposition thereof in the manner described by the person requesting such registration. The Holders shall have a total of four such rights to demand registration of Registrable Securities under this Section 8.1. In addition to the above-described demand registration rights, the holders of Preferred Stock of the Company shall not be required have a total of two rights to effect demand registration of Registrable Securities held by them under this Section 8.1. In the event such holders of Preferred Stock of the Company exercise such rights, for purposes of this Section 8, the term “Holder” shall mean any holder of Series A Preferred Stock, any holder of Series B Preferred Stock, any holder of Series C Preferred Stock, any holder of Series D Preferred Stock, any holder of Series F Preferred Stock, the Investors or any Permitted Transferee or Qualified Buyer who has acquired all or a portion of the holder’s rights under this Section 8 provided that any Qualified Buyer or Permitted Transferee must hold at least 25,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, etc.), and the term “Initiating Holder,” shall mean any Holder or Holders who in the aggregate are holders of fifty percent (50%) or more of the Preferred Stock of the Company. If holders of securities of the Company other than one Holders who are entitled, by contract with the Company, to have such securities included in such a registration (the “Other Holders”) request such inclusion, the Initiating Holders shall offer to include the securities of such other Holders in any registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason8.1. The Company (together with all Holders and Other Holders proposing to include their securities in such registration) shall not be obligated enter into an underwriting agreement in customary form with the underwriter or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion representative of the underwriters is not likely to(the “Underwriter”) constitute selected to underwrite such offering by a Qualified Public Offering; or (b) during majority in interest of the period commencing on Initiating Holders, subject to the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account approval of the Company, or by Company in response to the exercise which approval shall not be unreasonably withheld. Notwithstanding any other provision of demand registration rights by other stockholders of the Companythis Section 8.1, if the written request of underwriter advises the Initiating Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause marketing factors require a limitation on the number of shares to be offered Registrable Securities for public saleunderwritten, the Initiating Holders shall so advise all Holders and Other Holders whose securities would otherwise be underwritten pursuant hereto, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration number of shares of Registrable Securities having an aggregate expected public offering price (before deduction that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the Respective amounts of Registrable Securities which they had requested to be included in such registration and underwriting at the time of filing the registration statement, and to the extent that additional shares may be included in the underwriting, among all Other Holders requesting such inclusion in proportion, as nearly as practicable, to the respective amount of securities which they had requested to be included in such registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of the Underwriter’s marketing limitations shall be included in such registration. If any Holder or Other Holder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. The registration of Registrable Securities under this Section 8.1 shall be at the Company’s expense, except that Holders and Other Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale owned by them; and the Company shall also pay the fees and expenses of sale) of at least $500,000. The Company shall not be obligated any one special counsel retained by such Holders or required to effect a registration pursuant to this Section 4 during Other Holders and except that after the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such second demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 8.1 demand registrations shall expire be at any time after the Company has effected three registrations for the benefit expense of the Holders participating in the registration. Initiating Holders who exercise a right to demand registration under this Section 8.1 may withdraw the exercise and cause the Company either not to file or to withdraw the filing of Registrable Securities pursuant the registration statement at anytime prior to a Registration Statement on Form S-3.the effectiveness of such statement, provided that:

Demand Registration. If on any one occasion after (i) Upon the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder holder or holders ("Initiating Holders") of at least 350,000 shares (adjusted as provided in Section 7(a) of Registrable Stock (the "Initiating Number"), which request shall be given within ten (10) business days after during the receipt Registration Period, shall state the intended method of disposition by such Holder from Initiating Holders and shall request that the Company effect the registration of such notificationall or part of the Registrable Stock under the Securities Act, the Company will shall promptly give written notice of such requested registration to all other holders, if any, of Registrable Stock. If, after the expiration of thirty days from the mailing of such notice to holders of Registrable Stock, the Company shall have received written requests to register a minimum of 350,000 shares of Registrable Stock, which requests shall state the intended method of disposition of such securities by such holders, the Company shall use its best all reasonable efforts to cause prepare and file with the Commission a post-effective amendment to a registration statement, a new registration statement, if then required, and such other documents, including an amended or supplemented prospectus, as may be necessary to permit a public offering and sale of such Registrable Stock in the United States in compliance with the provisions of the Securities Act, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) Stock so to be registered. If such sale of Registrable Stock is to be pursuant to an underwritten offering, the underwriter shall be selected by the Initiating Holders and shall be reasonably acceptable to the Company. If the underwriter selected determines that the number of shares so to be included is required to be limited due to market conditions or otherwise, the holders of Registrable Stock proposing to sell their shares in such underwritten registration shall share pro rata (according to the number of shares requested to be registered) in the number of shares being underwritten (as determined by such underwriter) and registered under the Securities Act as expeditiously as possiblefor their account. The Company shall not only be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission7(b), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If on at any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify time the Company in writing shall receive a written Purchaser Request that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securitiesfile a registration statement under the Securities Act, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given then the Company shall, within ten (10) business days after of the receipt by such Holder from the Company thereof, give written notice of such notificationPurchaser Request to all Holders and, subject to the Company will limitations of Section 5 below, shall file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) and use its commercially reasonable best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered have declared effective, a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within fifteen (15) days of the mailing of such notice by the Company in accordance with Section 10(g) below. If the Holders making the Purchaser Request intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as expeditiously as possible. The Company shall not be required to effect more than one registration a part of their request made pursuant to this Section 30 and the Company shall include such information in the written notice referred to in Section 0. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, with the consent of the Company, which consent shall not be unreasonably withheld, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 6(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 0, if the Company determines to include underwriter advises a Holder that marketing factors require a limitation of the number of shares to be sold by it or any stockholders other than underwritten, then the Holders in any registration requests pursuant to this Section 3, such registration Holder shall be deemed to have been a registration under Section 2 of this Agreement, so advise the Company and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to so advise all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to which would otherwise be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration underwritten pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public salehereto, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration number of shares of Registrable Securities having an aggregate expected public offering price that may be included in the underwriting shall be allocated as follows: (before deduction of underwriting discounts and expenses of salei) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing offirst, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders among holders of Registrable Securities a written notice stating that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among the Company is commencing an underwritten registration initiated by the Company; providedand all other holders of Common Stock, howeverif any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the number of shares of Common Stock the Company shall use its best efforts and such holders seek to include in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possibleunderwriting. The obligations Without the consent of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such offering. The Company shall be obligated to effect only one (1) registration (and only if such registration would include Registrable Securities with an aggregate value of at least five million dollars ($5,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to a Registration Statement on Form S-3Purchaser Requests under this Section 3 (an offering which is not consummated shall not be counted for this purpose).

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders The holders of at least a majority of the Registrable Securities shall notify then outstanding may request up to two registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration as the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public salemay elect (“Long-Form Registrations”), and the Company will so notify all Holders holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such at least 25% of the Registrable Securities as then outstanding may be requested by any Holder thereof (including the Holder or Holders giving the initial notice request an unlimited number of intent to offer) to be registered registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration as expeditiously as possible. The the Company shall not be required may elect (“Short-Form Registrations”), if available; provided that to effect more than one the extent the registration statement contemplated by Section 1(a) is available for use with respect to the transaction contemplated by such registration request, the Company may require the requesting holders to use such registration statement in lieu of filing an additional registration statement pursuant to this Section 3; provided1(b), however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section 1(b) must equal at least $10 million in any Long-Form Registration and at least $2 million in any Short-Form Registration. Any registration contemplated by this Section 1(b) is referred to herein as a “Demand Registration.” All requests for Demand Registrations shall be made by giving written notice thereof to the Holders for inclusion Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered. Within ten business days after receipt of any Demand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1(f) hereof, shall include in such registration pursuant to Section 2 above. A (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requested pursuant to this Section 3 shall not be deemed to have been effected (irequirements and in any related underwriting) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, all Registrable Securities with respect to an underwritten offering of Registrable Securities, until 45 which the Company has received written requests for inclusion therein within 15 business days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account delivery of the Company, if the written request of Holders for such demand registration pursuant to this ’s notice in accordance with Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-311(k) hereof.

Demand Registration. If on any one occasion after (a) Any person designated by the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority 40% of the Registrable Securities Shares shall notify have the right during the Registration Period, by written notice (the "DEMAND NOTICE") given to the Company, to request the Company to register under and in writing accordance with the provisions of the Securities Act all or any portion of the Registrable Shares designated by such Holders; PROVIDED that it or they intend to offer or cause the aggregate number of Registrable Shares requested to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTregistered pursuant to any Demand Notice shall be at least the Minimum Number. EXECUTION COPY Registrable Securities for public saleUpon receipt of any such Demand Notice, the Company will so shall promptly notify all other Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt of such Demand Notice and allow them the opportunity, subject to the other terms of this Section 2, to include Registrable Shares held by such Holder from them in the proposed registration by submitting their own written notice to the Company requesting inclusion of a specified number of such notification, Holders' Registrable Shares (the "INCLUSION NOTICE"). The Holders as a group shall be entitled to two Demand Registrations pursuant to this Section 2; PROVIDED that the Holders may not give a Demand Notice to the Company will use its best efforts to cause such of (i) during any period in which the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration File a Registration Statement pursuant to this Section 3; provided2(d)(i) or 2(d)(ii), however(ii) during any Interruption Period or (iii) during any Effectiveness Period or during the 90 day period immediately thereafter. If any such Demand Registration does not become effective or is not maintained for the period (whether or not continuous) required by Section 2(c), that if the Company determines to include shares to be sold by it or any stockholders other than the affected Holders in any registration requests pursuant to this Section 3, such registration shall will not be deemed to have been exercised a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Demand Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on pursuant hereto. It is agreed that the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration Registrable Shares pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 an Inclusion Notice shall not be deemed to have been effected (ibe a Demand Registration. Nothing in this Section 2(a) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested shall limit any rights pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. If Further, on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleone-time basis only, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, date of this Warrant and ending on five (5) years after the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Companythis Warrant, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating provided that the Company Corporation then is commencing a registration; provided, however, that the Company shall eligible to use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3S-3 or any equivalent form of short-form registration statement for the registration of the sale of the Warrant Shares pursuant to the 1933 Act, upon request by the Holder or Holders, the Corporation will promptly take all necessary steps to register under the 1933 Act on Form S-3 or equivalent form of short-form registration statement and under the securities laws of such states as the holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Corporation. After a demand for registration has been made by a Holder or Holders of the requisite number of Warrants or Warrant Shares, the Corporation will give written notice of the demand registration to all Holders of Warrants or Warrant Shares and, on the written request of any such Holder given within twenty (20) calendar days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Corporation will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such demand registration statement. Notwithstanding anything in this Warrant to the contrary, the Corporation shall not be obligated to register the Warrant Shares under this Section 9(b) unless Holders who hold more than fifty percent (50%) of the total number of Warrants issued as part of the Series of Warrants and of any shares acquired upon exercise of such Warrants request such registration. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Corporation shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Corporation, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Corporation shall keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such period as may be reasonably necessary for such Holder or Holders of such Warrant Shares to dispose thereof and from time to time shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with applicable law. The Corporation need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Demand Registration. (i) If on at any one occasion time following the Lockup Termination Date and prior to the Company effecting an Underwritten Takedown Offering, the Company is no longer eligible to use an Automatic Shelf Registration Statement, within 30 days after the earlier receipt by the Company of a written request from Holder to register the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders resale of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any then held by Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The (a “Demand Notice”), the Company shall not be required use its reasonable best efforts to effect more than one registration pursuant to this Section 3; providedregister, however, that if in accordance with the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 provisions of this Agreement, and not a registration under this Section 3, if the Holders of all Registrable Securities are unable that have been requested to include be registered in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Demand Notice and file a Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that an appropriate form which the Company is commencing then eligible to use, to register the resale of such Registrable Securities, which Registration Statement shall (if specified in the Demand Notice) contemplate the ability of Holder to effect an Underwritten Offering (such registration, a registration“Demand Registration”); provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect more than one demand registration (1) Demand Registration pursuant hereto without giving effect to such requested registrationthis Agreement; provided, further, that Holder must be in compliance with Section 4.20 of the Merger Agreement. Short-Form Registration on Form S-3. In addition to The Demand Notice shall specify the rights provided to the Holders number of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause proposed to be offered Registrable Securities for public sale, sale and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by intended method of distribution thereof. Holder may change the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares number of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not proposed to be obligated or required to effect a registration offered pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, Demand Registration at any Registration Statement pertaining time prior to any underwritten registration initiated by the Company, for the account commencement of the Company, if offering so long as such change would not materially adversely affect the written request timing or success of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Companyoffering; provided, however, that the Company shall use its best efforts in good faith be entitled to cause any reasonably delay the Demand Registration to the extent resulting from such Registration Statement change. Subject to Section 2.03 and with the written consent of Holder (such consent not to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of unreasonably withheld), the Company under this may include in any registration effected pursuant to Section 4 shall expire at 2.01(a) or 2.01(b) any time after the Company has effected three registrations securities for its own account or for the benefit account of the Holders holders of Registrable Securities pursuant to a Registration Statement on Form S-3shares of Common Stock (other than Holder).

Demand Registration. If on (a) At any one occasion time after February 9, 2000, provided the earlier Company shall not prior to such date have caused a registration statement to have been declared effective by the SEC pursuant to Section 2.02 covering all of the Initial Public Offering or two (2) years from Xxxxx Shares, the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify Shareholder may require the Company in writing that it or they intend (pursuant to offer or cause a written notice to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offerCompany) to be registered effect the registration under the Securities Act as expeditiously as possibleof Xxxxx Shares of the Company other than pursuant to a registration statement on Form S-1 (a "Demand Registration"). The Company Such request (a "Demand Request") by the Shareholder shall (i) specify the class and number of Xxxxx Shares which the Shareholder intends to sell or dispose of, and (ii) state the intended method or methods by which the Shareholder intends to sell or dispose of such Xxxxx Shares. In connection with any underwritten public offering, the underwriter thereof shall be selected by the Shareholder, subject to the consent of the Company, which shall not be required unreasonably withheld. Upon receipt of a Demand Request, the Company shall (as requested) cause to effect more than be filed, within thirty (30) calendar days of the date of delivery to the Company of the request, a registration statement covering such Xxxxx Shares which the Company has been so requested to register, providing for the registration under the Securities Act of such Xxxxx Shares to the extent necessary to permit the disposition of such Xxxxx Shares to be registered in accordance with the intended method of distribution specified in such request. The Shareholder shall have the right to exercise only one registration pursuant to this Section 3such Demand Registration; provided, however, that if the Company determines Shareholder shall not be entitled to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of its Xxxxx Shares in a Demand Registration, the Registrable Securities initially requested for inclusion in such Registration StatementShareholder may be entitled to make an additional Demand Request, either as a result of any limitation on notwithstanding the registration of shares placed by certain of the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration Polan Shares pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3pending Demand Registration.

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it shall be requested by (i) Signal and Concordia, (ii) Trident and Concordia or they intend (iii) Trident and Signal (i) having obtained the written consent of (a) Signal and Concordia or (b) Trident and Concordia, as applicable (the "Consent"), or (ii) having obtained a written waiver of such Consent ("Waiver") at any time to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY effect the registration under the Securities Act of Registrable Securities for public saleShares (a "Demand Registration"), the Company will so notify shall promptly give written notice of such proposed registration to all Holders holders of Restricted Shares and shall offer to include in such proposed registration any Registrable Shares requested to be included in such proposed Demand Registration by the holders of Restricted Shares who shall respond in writing to the Company's notice within 30 days after delivery of such notice (which response shall specify the number of Registrable Securities, including all Holders who have Shares proposed to be included in such registration). If the Purchasers request a right Demand Registration pursuant to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notificationthis Section, the Company will shall promptly give written notice of such Demand Registration to all holders of Founders Shares and shall offer to include in such proposed registration any Registrable Founders Shares requested to be included in such Demand Registration by the holders of Restricted Shares who shall respond in writing to the Company's notice within 20 days after delivery of such notice (which response shall specify the number of Registrable Founders Shares proposed to be included in such Demand Registration). The Company shall promptly use its best efforts to cause effect such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered registration under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially Shares and Registrable Founder Shares which the Company has been so requested for inclusion in such Registration Statement, either as a result of any limitation on to register and to have the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received statement filed by the Company after hereunder declared effective by the Company has given notice Commission within 90 days of any requested filing (the "Demand Date") and make any other subsequent filings to all Holders of Registrable Securities stating that the Company is commencing a registrationkeep such registration statement effective; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of except in accordance with the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.provisions:

Demand Registration. If on at any one occasion after time the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities Purchaser shall notify request the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale(each, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer"Demand") to be registered register under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders specified number of Registrable Securities are unable to include in any such Registration Statement all of the (including Registrable Securities initially requested for inclusion in such Registration Statementto be used to settle a Derivative Security), either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities which the Company has been so requested to register as soon as reasonably practicable so as to permit the Holder or Holders sale thereof, and in connection therewith shall specifyprepare and file a Registration Statement with the SEC under the Securities Act to effect such registration; provided, however, that each such request shall (i) specify the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration number of shares of Registrable Securities having an aggregate expected public offering price intended to be offered and sold, (before deduction ii) describe the nature or method of underwriting discounts the proposed offer and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing ofsale thereof, and ending on (iii) contain the date one hundred undertaking of the Purchaser to provide all such information and twenty (120) days following 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 desired acceleration of the effective date ofof such Registration Statement. Except as provided in the following sentence, 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 pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received filed by the Company after pursuant to the Company shall have given to all Holders exercise of Registrable Securities a written notice stating the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is commencing an underwritten registration initiated defined in each of the Registration Rights Agreement between the Company and Bell Atlantic Corporation, xxxxd February 2, 2000 (the "Bell Atlantic Agxxxxxxx") xxx xxx Xxxxxxration Rights Agreement between the Company and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement filed by the Company; provided, however, that Company pursuant to the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations exercise of the Company Purchaser's rights under this Section 4 shall expire at 2.01 of this Agreement, provided, that, so long as this Agreement or any time after successor agreement remains in full force and effect (a) such registrations are effected in accordance with the Company has effected three registrations for the benefit terms of Section 2.2(b) of the Holders Bell Atlantic Agreement or Xxxxion 2.2(b) of Registrable Securities pursuant the C&W Agreement, as the case may be, and (b) neither Section 2.2(b) of the Bell Atlantic Agreement nor Xxxtion 2.2(b) of the C&W Agreement is modified or amended in a manner that is adverse to a Registration Statement on Form S-3the Purchaser without the prior written consent of the Purchaser.

Demand Registration. If on any one occasion after the earlier The Company may include in a Demand Registration or Short-Form Demand Registration pursuant to Section 2.1 securities of the Initial Public Offering same class as the Registrable Securities for the account of the Company and any other Persons who hold securities of the same class as the Registrable Securities on the same terms and conditions as the Registrable Securities to be included therein; provided, however, that (i) if the managing Underwriter or two Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of Registrable Securities, and securities of the same class as the Registrable Securities which the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the Company and for the account of all such other Persons (2) years from other than the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least Registrable Securities) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (ii) if, in the event that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company and such other Persons intended to include in such offering, the managing Underwriter or Underwriters inform the Company in writing that the total number of Registrable Securities which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the holders of Registrable Securities participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of Registrable Securities owned by such Holders, to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (iii) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company or Investors in writing that it is their opinion that the inclusion of Registrable Securities owned, directly or indirectly, by Xxxxxxx X. Xxxx would materially and adversely affect the success of such offering, then the portion of such Registrable Securities deemed to have such effect shall be excluded from such offering, and (iv) if the offering is not underwritten, no other Person, including the Company, shall be permitted to offer securities under any such Demand Registration or Short-Form Demand Registration unless the Holders of a majority of the Registrable Securities shall notify participating in the Company in writing that it or they intend offering consent to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company inclusion of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3therein.

Demand Registration. If Beginning as of the Commencement Date and ------------------- ending on ____________, 2003, if at any one occasion time the holder or holders of Warrants to purchase not less than 50% of the Warrant Shares or the holder or holders of not less than 50% of all outstanding Warrant Shares (the "Initiating Holders") shall request that the Company register the offer and sale such number of Warrants and/or Warrant Shares to the public under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall file a registration statement with the Securities and Exchange Commission ("SEC") for the purpose of registering such Warrants and/or Warrant Shares under the Securities Act. The request described above shall be made in writing directed to the Company at the address set forth in Section 7 of this Warrant (the "Demand Registration Notice"). Within ten days after receiving a Demand Registration Notice, the Company shall issue a notice ("Company's Notice") informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration Notice ("Other Holders") offering to include the Warrants and/or Warrant Shares of the Other Holders in that registration statement for sale to the public. Each Other Holder must notify the Company by no later than 10 days after the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 Company's Notice is sent whether that Other Holder wishes to include his, her or its then equivalent) one or more Holders of at least Warrants and/or Warrant Shares in the registration statement. If any Other Holder delivers such a majority of notice to the Registrable Securities shall notify Company in a timely manner, that Other Holder's Warrants and/or Warrant Shares will be included in the Registration Statement. If any Other Holder does not inform the Company in writing that it his, her or they intend to offer or cause its Warrants and/or Warrant Shares are to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by included in such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, howeverstatement, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall Other Holder will be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable waived all rights to include his, her or its Warrants and/or Warrant Shares in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3statement.

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend qualifications pursuant to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable SecuritiesSection 1.2, including (without limitation) all Holders who have a right to acquire Registrable Securities. Upon written request registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested counsel for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, and the reasonable fees and disbursements of one counsel for the account selling Holders selected by them with the approval of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 which approval shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof orunreasonably withheld, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated borne by the Company; provided, however, that the Company shall use its best efforts in good faith not be required to cause pay for any such Registration Statement expenses of any registration proceeding begun pursuant to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations Section 1.2 if (i) the registration request was initiated by the Holders of a majority of the Company under this Section 4 shall expire Registrable Securities and the registration request is subsequently withdrawn at any time after the Company has effected three registrations for the benefit request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(A); (ii) the registration request was initiated by the Holders of a Registration Statement majority of the Series D Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series D Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series D Preferred Stock (or the Common Stock issued upon conversion of thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(B); (iii) the registration request was initiated by the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(C); (iv) the registration request was initiated by the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(D); or (v) the registration request was initiated by the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on Form S-3an as converted to Common Stock basis) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(E), provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2(a)(ii)(A), (B), (C), (D) or (E), as applicable.

Demand Registration. If on (a) At any one occasion after the earlier of the Initial Public Offering or two (2) years from time subsequent to the date of this Agreement (including an occasion of registration on Form S- 1 Agreement, the holder or its then equivalent) one or more Holders holders of at least a majority two-thirds of the Registrable Securities shall Securities, on behalf of all holders of Registrable Securities, may notify the Company in writing that it or they such Investors intend to offer or cause for public sale any Registrable Securities (but only if the aggregate number of shares of such Registrable Securities to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY for public sale is more than 50% of the Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securitiesoutstanding). Upon receipt of this written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notificationnotice, the Company will use its reasonable best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) Investors to be registered included in a registration statement on Form S-3 under the Securities Act as expeditiously as possibleAct, which Form S-3, subject to Section 5(a), will be prepared and filed with the Commission within 10 calendar days of receipt of the above referenced notice (or, if that date is not a business day, on the next succeeding business day). The Company shall will not be required to effect more file any registration statement for securities other than one shares of Common Stock. In the event the registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Investors is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Investors with respect to one completed registration made under this Section 32; provided, however, that if a registration attempted under this Section 2 is not completed solely as a result of the withdrawal of the Investors requesting such registration, unless such Investors reimburse the Registration Expenses incurred by the Company, such registration statement shall count against the one registration statement that the Company determines is required to include shares complete. The Investors covered by the registration statement who desire to be sold by it or any stockholders other than the Holders do so may sell such Registrable Securities in any registration requests an offering pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reasonthat is underwritten ("Underwritten Offering"). The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public In an Underwritten Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of investment banker or investment bankers and manager or managers that will administer the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not offering will be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution selected by the holders of a majority of the Registrable Securities included in such Registration Statement. If a registration requested pursuant the offering, subject to this Section 3 is deemed not to have been effected as provided herein, then approval of the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company which will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3unreasonably withheld).

Demand Registration. If At any time after the date hereof and prior to the Expiration Date, the Warrantholders and holders of Warrant Shares issuable upon the exercise thereof may require the Corporation to effect the registration of shares issued or issuable upon exercise of Warrants pursuant to this Section 4.04 on a registration statement on Form S-3 or a successor form thereto (or such other short-form registration statement adopted by the Commission for which the Corporation may be eligible). Notwithstanding the foregoing, if the Corporation is not entitled to use Form S-3 or any successor form thereto for any reason other than that the Corporation has not been subject to Section 12 or 15(d) of the Exchange Act for the required length of time, the Company shall effect such registration under this Section 4.04 on such other registration form available to the Corporation under the Act, including, without limitation, Form S-1. The right to request registration under this Section 4.04 may be exercised on only one occasion after unless such request is withdrawn in accordance with the earlier of the Initial Public Offering or two (2) years from the date of this Agreement (including terms hereof and shall be exercised for an occasion of registration on Form S- 1 or its then equivalent) one or more Holders aggregate of at least 30% of the Warrant Shares (as determined as of the date hereof but as subsequently adjusted as provided herein). A continuous or delayed registration may be demanded pursuant to this Section 4.04. These demand registration rights may only be exercised if the holders of a majority of the Registrable Securities Warrants and/or Warrant Shares (the "Majority Holders") shall notify give notice to the Company in writing Corporation to the effect that it or they Warrantholders and/or holders of Warrant Shares intend to offer (i) transfer all or cause to any part of the shares issuable upon exercise of Warrants or (ii) exercise all or any part of the Warrant and transfer all or any part of the shares issuable upon exercise of Warrants under such circumstances that a public distribution (within the meaning of the Act) of the Warrant Shares will be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public saleinvolved, in which case the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given Corporation (A) within ten (10) business 10 days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such notice shall give written notice of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible. The Company shall not be required to effect more than one proposed registration pursuant to this Section 3; provided4.04 to the other Warrantholders and holders of Warrant Shares and (B) within 45 days after receipt of such notice from such Majority Holders, howevershall file a registration statement pursuant to the Act to the end that all Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from such Majority Holders given pursuant to this sentence or by written notice given to the Corporation during the 40-day period following the original notice to the Corporation by the Majority Holders, that if the Company determines to include shares to may be sold by it or under the Act as promptly as is practicable thereafter. If the managing underwriter for any stockholders other than the Holders in any registration requests offering made pursuant to this Section 34.04 (who shall be selected by Corporation, subject to the consent of the Majority Holders, which consent shall not be unreasonably withheld) advises the Corporation in writing that, in its opinion, the inclusion of all of the Warrant Shares requested to be included in such registration by the Warrantholders and holders of Warrant Shares would materially adversely affect the distribution of all such securities, then (a) there shall be deemed included in such registration Warrant Shares pro rata based on the number of shares originally proposed to have been be registered by each Warrantholder or holder of Warrant Shares or (b) any Warrantholder or holder of Warrant Shares may, at its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the event of such delay, the Corporation shall use its reasonable efforts to effect any registration or qualification under Section 2 the Act and the securities or blue sky laws of this Agreement, any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay. A registration will not count as a demand registration under this Section 3, if 4.04 until it has become effective and remained effective until the Holders earlier of Registrable Securities are unable to include (x) the end of the 180 day period set forth in any such Registration Statement Section 4.05(a) below and (y) the date all of the Registrable Securities initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include Warrant Shares included in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (or any similar form promulgated by the Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3sold.