Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. (i) After the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offering.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), shall receive from one or more Holders a request or requests that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (or a lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: promptly give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company willcause, as soon as practicable, (i) give a Request Notice relating such Registrable Securities to the proposed registration be registered for offering and sale on Form S-3 and cause such Registrable Securities to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined be qualified in such registration rights agreement)jurisdictions as such Holders may reasonable request, and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of together with all or such portion of such Initiating Holder’s the Registrable Securities of any other Holders joining in such request as are specified in such a request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing given within fifteen (15) days after receipt of such Request Notice notice from the Company; except provided that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.5: if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 is not available for the Holders pursuant to this Section 1.5; if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such offeringForm S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 1.5; provided that the Company shall not utilize this right more than once in any twelve (12) month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. (i) After the Company is eligible to Register any Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), demand that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,0005,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,0005,000,000. Any demand for Registration under this Section 3(c)(i) will not be considered a Demand Registration request pursuant to Section 3(b). Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen five (155) business days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b3(c) if Form S-3 is not available for such offering.

Form S-3 Registration. Any Holder or group of Holders holding at least ten percent (i10%) After of the Registrable Securities (an “Initiating Form S-3 Holder”) may request at any time following the date hereof that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if the Company is eligible a registrant qualified to Register use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such condition is met, the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, each Holder such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 2.1 hereof and Holders shall have the right to demand, subject to the restrictions on the request an unlimited number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to Demands. Notwithstanding the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestforegoing, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will shall not be obligated to effect any such registration, qualification or compliance file more than four (4) Registration Statements on Form S-3 pursuant to this Section 3(b2.3 in any given twelve (12) if Form S-3 is not available for such offeringmonth period.

Form S-3 Registration. (i) After If, at any time after the Registration Withdrawal Date, the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), shall receive from one or more Holders a request or requests that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to the Registrable Securities owned by such Holder or Holders, the Company shall: Within five days of the receipt thereof, give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company willCause, as soon as reasonably practicable, (i) give a Request Notice relating such Registrable Securities to the proposed registration be registered for offering and sale on Form S-3 and cause such Registrable Securities to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined be qualified in such registration rights agreement)jurisdictions as such Holders may reasonable request, and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of together with all or such portion of such Initiating Holder’s the Registrable Securities of any other Holders joining in such request as are specified in such a request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing given within fifteen (15) twenty days after receipt of such Request Notice notice from the Company; except provided that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(bsection 2.3: If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) if at an aggregate price to the public of less than $1,000,000; If the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; If the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 is Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not available more than ninety days after receipt of the request of the Holder or Holders under this section 2.3; provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve month period; provided, further, that the Company shall not register shares for its own account during such offeringninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2; or In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. Any Holder (an “Initiating Form S-3 Holder”) may request, at any time, that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act (“Form S-3 Demand”) if (i) After the reasonably anticipated aggregate gross proceeds would equal or exceed $5,000,000, (ii) the Company is eligible a registrant qualified to Register use Form S-3 (or any similar or successor form) to register such Registrable Securities and (iii) the plan of distribution of the Registrable Securities is other than pursuant to an underwritten public offering. If such conditions are met, the Company shall use its best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, each Holder will such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Form S-3 Holders a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company stating that in the good faith opinion of the Board of Directors of the Company, a Valid Business Reason exists, the Company shall have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one delay or more Registrations defer taking action with respect to all or such filing for a part period of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public ninety (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (1590) days after receipt of the Form S-3 Demand; provided, however, that such Request Notice from the Company; except that right to delay or defer a Form S-3 Demand shall be exercised by the Company not more than once in any twelve (12) month period, the Company shall only have the right to delay a Form S-3 Demand so long as such Valid Business Reason exists, and during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of any other Holders. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 1.2 hereof and Holders shall have the right to request an unlimited number of Form S-3 Demands. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration, qualification or compliance file more than one (1) Registration Statement on Form S-3 pursuant to this Section 3(b1.4 in any given six (6) if Form S-3 is not available for such offeringmonth period.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable Securities receives from the Investor a written request that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) promptly give a Request Notice relating to written notice of the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and ; (ii) effect as soon as practicable, file such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate for the sale and distribution of all or such portion of such Initiating Holderthe Investor’s Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) 15 days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 3(b10(b): (A) if Form S-3 is not then available for such offeringoffering by the Holders; (B) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; (C) if the Board of Directors determines that the filing of a registration statement at such time would be detrimental to the Company due to the pendency of a material acquisition or financing or for other reasonable cause, in which event the Company will have the right to defer the filing of the Form S-3 for a period of not more than 180 days after receipt of the request of the Holders under this Section 10(b); provided, however, that the Company will not utilize this deferral right more than once in any 12 month period and provided further that the Company will not register any securities for the account of itself or any other equity holder during such 180 day period (other than a registration relating solely to the sale of securities to bona fide employees of the Company pursuant to an equity incentive plan, equity purchase or similar plan); (D) if the Company has, within the 12 month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 10(b); or (E) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company will file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. If the Investor intends to distribute the Registrable Securities covered by its request for registration by means of an underwriting, it will so advise the Company as part of their request made pursuant to this Section 2.10(b) and the Company will include such information in the written notice referred to in clause (i) above.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming ----------------------------------- eligible, in the event that the Company shall receive from (i) After one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) one or more of the Major Stockholders (the "S-3 Initiating Holders") a written request that the Company is eligible to Register register, under the Securities Act, on Form S-3 (or any successor form then in effect) (an "S-3 Registration"), all or a portion of the Registrable Securities on owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the anticipated filing date of such Form S-3, each Holder will have and such notice shall describe the right proposed registration and offer such Designated Holders the opportunity to demand, subject to the restrictions on register the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in each such Designated Holder may request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing to the Company, given within fifteen (15) days after their receipt from the Company of the written notice of such Request Notice from registration. The Company shall (i) take such steps as are necessary or appropriate to prepare for the Company; except that registration of the Company will not Registrable Securities to be obligated registered and (ii) subject to effect any Section 5(b), use all reasonable commercial efforts to (x) cause such registration, qualification or compliance registration pursuant to this Section 3(b5(a) if Form to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor and (y) include in such offering the Registered Securities of the Designated Holders (other than S- 3 Initiating Holders which have requested an S-3 is not available for Registration under this Section 5(a)) who have requested in writing to participate in such offeringregistration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein.

Form S-3 Registration. (ia) After In case the Company is eligible to Register Registrable Securities on Form S-3, each shall receive from any Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), or Holders a written request or requests that the Company effect one or more Registrations a registration on Form S-3 with respect to all or a part of its the Registrable Securities on Form S-3 and any related qualification or compliance; except that no owned by such demand right will apply to Registrable Securities having an anticipated aggregate price to the public Holders (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration which amount of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) shall have a fair market value of at least $10,000,000. Upon receipt 500,000 in the aggregate, based upon the last sales price of written the Common on a national exchange or over-the-counter market, as applicable, on the day immediately preceding the date of such request), the Company will, as soon as practicable, will (i) promptly give a Request Notice relating to notice of the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), Holders and (ii) as soon as practicable, use its reasonable best efforts to effect such the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen ten (1510) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 3(b2.4: (w) if Form S-3 is not available for such offeringoffering by the Holders; (x) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (after deduction of any underwriters’ discounts or commissions) of less than $500,000; (y) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) such registration on Form S-3 for the Holders pursuant to this Section 2.4; or (z) if the Company shall furnish to the initiating Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holders under this Section 2.4.

Form S-3 Registration. (ia) After In case the Company is eligible to Register Registrable Securities on Form S-3shall receive from one or more Investors, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one or more Registrations a registration on Form S-3 with respect to an aggregate of at least 500,000 shares of Registerable Securities (as may be appropriately adjusted for stock splits, reverse stock splits, combinations or other similar events) all or a part of its the Registrable Securities on Form S-3 and any related qualification or compliance; except that no owned by such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestInvestors, the Company will, as soon as practicable, (i) will promptly give a Request Notice relating to written notice of the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transfereesas soon as practicable, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Investors' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except PROVIDED, HOWEVER, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.4: (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company (including to any material proposed or planned material transaction involving the Company) and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.4(a); provided, however, that the Company shall not utilize this right more than once in any twelve-month period; (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; PROVIDED, HOWEVER, that a registration shall not count as a registration if: (x) the Company has exceeded its number or amount of Permitted Blackouts in the prior twelve months or (y) the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered and 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 or pursuant to the recommendation of the managing underwriter; or (z) the Holders requesting registration do not register and sell all Registrable Securities they have requested to be registered in such registration for reasons other than their voluntary decision not to do so; iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.2 or Section 1.3. Once a registration statement has been made effective under this Section for at least thirty (30) consecutive days, the Company may suspend use of the registration statement if it furnishes to the Holders covered by the registration statement a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company that it is entitled to use a Permitted Blackout.

Form S-3 Registration. (i) After the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), demand that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Any demand for Registration under this Section 3(b)(i) will not be considered a Demand Registration request pursuant to Section 3(a). Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offering.

Form S-3 Registration. (i) After the Company If GDI is eligible to Register Registrable use Form S-3 under the Securities Act (or any similar successor form) and shall receive from a Purchaser and/or its permitted transferees (the "S-3 Initiating Holders") a written request or requests that GDI effect a registration on such Form S-3, each Holder will have including without limitation, pursuant to Rule 415 of the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), GDI shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect GDI. No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Section 1.1.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in Shares [where the aggregate with net proceeds from the Initiating Holder, shall have proposed Registration sale of such Registrable Securities having an anticipated aggregate price Shares equals to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon United States dollars ($ ),] the Company shall within twenty (20) days after receipt of any such request give written request, the Company will, as soon as practicable, (i) give a Request Notice relating to notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreement)all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, and (ii) the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities Shares as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by Shares of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b2.4, (i) if Form S-3 is not available for such offering.offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than United States dollars ($ ); (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, however, that the Company shall not utilize this right more than [once] in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected [two (2)] registrations on Form S-3 for the Holders pursuant to this Section 2.4;

Form S-3 Registration. Any Holder or group of Holders holding at least ten percent (i10%) After of the Registrable Securities (an "INITIATING FORM S-3 HOLDER") may request at any time following the date hereof that the Company file a Registration Statement under the Securities Act on Form S-3 (or similar or successor form) covering the sale or other distribution of all or any portion of the Registrable Securities held by such Initiating Form S-3 Holder pursuant to Rule 415 under the Securities Act ("FORM S-3 DEMAND") if the Company is eligible a registrant qualified to Register use Form S-3 (or any similar or successor form) to register such Registrable Securities. If such condition is met, the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 (or any similar or successor form) at the earliest practicable date, for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified in such Form S-3 Demand. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S-3, each Holder such material describing the Company and intended to facilitate the sale of securities being so registered as is reasonably requested for inclusion therein by the Initiating Form S-3 Holders, whether or not the rules applicable to preparation of Form S-3 require the inclusion of such information. Form S-3 Demands will not be deemed to be Demand Requests as described in Section 2.1 hereof and Holders shall have the right to demand, subject to the restrictions on the request an unlimited number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to Demands. Notwithstanding the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestforegoing, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will shall not be obligated to effect any such registration, qualification or compliance file more than four (4) Registration Statements on Form S-3 pursuant to this Section 3(b2.3 in any given twelve (12) if Form S-3 is not available for such offeringmonth period.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holder or Holders holding at least five percent (5%) of the Registrable Securities Shares, a written request or requests that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestShares, the Company will, as soon as practicablewithin twenty (20) days after receipt of any such request, (i) give a Request Notice relating to written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreement)all Registrable Shares held by all such Holders who wish to participate in such registration and who have provided the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, and (ii) the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b3.4, (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if such registration, qualification or compliance would require the Company to be qualified to do business in a jurisdiction in which it is not qualified to do business, or to execute a general consent to service of process in a jurisdiction where it has not previously granted general consent to service of process; (iii) after it has effected six (6) registrations under this Section 3.4; or (iv) if the aggregate price to the public of the shares to be registered is less than $500,000 (five hundred thousand U.S. dollars).

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 INITIATING HOLDERS") a written request or requests that the Company effect one a registration on such Form S-3 pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (PROVIDED, THAT the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Sections 1.1 or 1.2.

Form S-3 Registration. (ia) After If the Company is eligible to Register Registrable Securities file a registration statement on Form S-3, each Holder will have the right to demandas soon as practicable after April 26, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request2001, the Company willshall prepare and file, and use its best commercial efforts to cause to become effective as soon thereafter as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement statement on Form S- 3 under the date hereof Act (and any the "Resale S-3 Registration Statement") to effect the offering --------------------------------- of their permitted transfereesthe Registrable Securities. In connection therewith, as defined in such registration rights agreement), and (ii) the Company will effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s ATI Holders' Registrable Securities as are specified in such request request, together with the Registrable Securities requested to be included by all other securities of any other Holder or Holders who notify the entitled to sell or distribute Company securities pursuant to such registration statement as are specified in writing a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that -------- ------- the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.12: (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $10,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.12; provided, however, -------- ------- that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has already effected one (1) registration on Form S-3 pursuant to this Section 1.12; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Form S-3 Registration. (ia) After Request for a Form S-3 Registration. Upon the Company is becoming eligible to Register for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public resale of its securities, in the event that the Company shall receive from one or more of the Holders (the "S-3 Initiating Holders"), a written request that the Company register, under the Securities Act on Form S-3 (or any successor form then in effect) (an "S-3 Registration"), all or a portion of the Registrable Securities on owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least thirty (30) days before the anticipated filing date of such Form S-3, each Holder will have and such notice shall describe the right proposed registration and offer such Holders the opportunity to demand, subject to the restrictions on register the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in each such Holder may request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing to the Company, given within fifteen (15) days after their receipt from the Company of the written notice of such Request Notice from the Company; except that registration. With respect to each S-3 Registration, the Company will not be obligated shall, subject to effect any Section 5(b), (i) include in such registration, qualification or compliance pursuant to offering the Registrable Securities of the S-3 Initiating Holders and (ii) include in such offering the Registrable Securities of the Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 3(b5(a)) if Form who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 is not available for such offeringInitiating Holders included therein.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities on Form S-3shall receive from any --------------------- Holder or Holders (excluding for purposes of this Section 1.4, each any Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), Executive Shares unless such Holder also holds Preferred Shares or Ordinary Shares into which such Preferred Shares may convert) a written request or requests that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders (excluding any Executive Shares), the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use its best efforts to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) 20 days after receipt of such Request Notice written notice from the Company; except provided that the Company will shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3(b) 1.4: if the Company is not qualified as a registrant entitled to use Form S-3 is not available in connection with such an offering; if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000, net of Selling Expenses; if within 15 days of receipt of a written request from the Holders requesting a registration on Form S-3 pursuant to this Section 1.4, the Company gives notice to the Holders of the Company's bona fide intention to file a registration statement covering Ordinary Shares within 90 days of such receipt and does so file within said 90-day period; if the Company shall furnish to the Holders a certificate signed by the Chairman, Chief Executive Officer or President of the Company, stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company for such offeringForm S-3 registration statement to be filed or effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the initial request of the Holder or Holders under this Section 1.4 provided that the Company shall not utilize this right more than once in any 12-month period; or if the Company has, within the six-month period preceding the date of such request, previously effected a registration on Form S-3 pursuant to this Section 1.4.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 Initiating Holders") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $5,000,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Section 1.1.

Form S-3 Registration. (ia) After At any time following the one year anniversary of a Qualified Public Offering and when the Company is eligible to Register Registrable Securities register securities on Form S-3, each if the Company shall receive from any Holder will have and Holders of 5% or more of the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), Registrable Securities a written request or requests that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and ; (ii) as soon as practicable effect such registration and all such qualifications qualification and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) 15 days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b5.03 (A) if Form S-3 is not available for such offeringoffering by the Holders; (B) more than two times in any twelve-month period; (C) if the anticipated aggregate price of all shares requested to be included in such registration is not at least $500,000; or (D) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company to the effect that, in the good faith judgment of the Board of Directors, the filing, the offering or the disclosure required thereby would adversely affect a pending or contemplated acquisition, financing or other material transaction of the Company and it is therefore in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer such filing or to block the sale of shares thereunder for a period of not more than 90 days after the date of furnishing such certificate; provided, however, that the Company may not exercise such right more than once in any twelve-month period; and (iii) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. No registration effected pursuant to this Section 5.03 shall relieve the Company from its obligation to effect any registration pursuant to Section 5.01 or 5.02.

Form S-3 Registration. (i) After the Company is eligible to Register Registrable Securities In case Purchaser shall receive from any Holder or Holders a written request or requests that Purchaser effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, Purchaser will: promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) 15 days after receipt of such Request Notice written notice from the CompanyPurchaser; except provided, however, that the Company will Purchaser shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(bsection 1.9: (1) if Form S-3 is not available for such offeringoffering by the Holders; (2) if the Holders, together with the holders of any other securities of Purchaser entitled to inclusion in such registration, propose to sell Registrable securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $250,000; (3) if Purchaser shall furnish to the Holders a certificate signed by the President of Purchaser stating that in the good faith judgment of the Board of Directors of Purchaser, it would be seriously detrimental to Purchaser and its stockholders for such Form S-3 Registration to be effected at such time, in which event Purchaser shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 60 days after receipt of the request of the Holder or Holders under this Section 1.9; provided, however, that Purchaser shall not utilize this right more than once in any twelve month period; (4) if Purchaser has, within the twelve (12) month period preceding the dated of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.9; or (5) in any particular jurisdiction in which Purchaser would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, Purchaser shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.9, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for Purchaser, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from the Holder or Holders of at least twenty percent (20%) of the then outstanding Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public and (before any underwriting discounts and commissionsb) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified on such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company as are specified in writing a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b9.12: (1) if Form S-3 is not available for such offering.offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $400,000; (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 9.12; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 9.12; or (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 9.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holder or Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsb) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that 7 <PAGE> the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b2.4: (i) if Form S-3 is not available for such offering.offering by the Holders, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five million dollars ($5,000,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company's intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (v) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. 2.5

Form S-3 Registration. (ia) After The Company will use its best efforts to maintain its qualification for the registration of its securities on Form S-3 (or a successor form which allows inclusion or incorporation of substantial information by reference to other documents filed with the SEC). During any period in which the Company is eligible to Register Registrable Securities on Form S-3so qualified, each any Holder will shall have the right to demand, subject to the restrictions on the request an unlimited number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part registrations of its Registrable Securities on Form S-3 and any related qualification (or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public successor form), subject only to: (before any underwriting discounts and commissionsi) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate compliance with the Initiating Holder, shall have proposed Registration procedures specified in SECTION 3.2(b); (ii) the requirement that the Holders requesting such registration propose to dispose of Registrable Securities having an anticipated aggregate proposed offering price to the public (before any underwriting discounts and commissions) of at least not less than $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), 1,000,000; and (iiiii) effect the limitation that the Holders may not demand more than TWO (2) such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by registrations on Form S-3 under this SECTION 3.3 during any other Holders who notify the Company in writing within fifteen TWELVE (1512) days after receipt of such Request Notice from the Companymonth period; except PROVIDED, HOWEVER, that the Company will not be obligated required to effect include in any such registration, qualification or compliance registration any shares of Indigo Common Stock if the registration statement in respect of such registration becomes effective prior to the termination of the Indigo Selling Restricted Period. The Company shall promptly give notice to all Holders of the receipt of a request for registration pursuant to this Section 3(bSECTION 3.3 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts promptly to effect the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements and regulations) if of all Registrable Securities on Form S-3 is not available for such offeringto the extent requested by the Holder or Holders thereof.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holders, the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts Securities; and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) 2.4: if Form S-3 (or any successor or similar form) is not available for such offeringoffering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($2,000,000), or if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to make a public offering within ninety (90) days, or if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; 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 if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registrations effected pursuant to Sections 2.2 or 2.3, respectively.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in Shares where the aggregate with net proceeds from the Initiating Holder, shall have proposed Registration sale of such Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of Shares equals at least Five Hundred Thousand United States dollars ($10,000,000. Upon receipt of written request500,000), the Company will, as soon as practicable, will within twenty (i20) days after receipt of any such request give a Request Notice relating to written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreement)all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, and (ii) the Company shall effect such registration under the Securities Act and all such qualifications and compliances 71 as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.4, (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand United States dollars ($500,000); (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; (v) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (iv) the Holders have previously required the Company to file six (6) S-3 registrations.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holder or Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts Securities; and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) 2.4: if Form S-3 is not available for such offeringoffering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000, or if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period, or if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.

Form S-3 Registration. (ia) After If, at any time when Form S-3 is available for the Company is eligible to Register Registrable Securities on Form S-3registration of Restricted Stock or Restricted Notes, each Holder will have the right to demandas applicable, and subject to the restrictions on terms of Section 2 of the number Stockholders' Agreement, the Company shall receive from any holder of Demand Registrations in Section 3(a)(ii), Restricted Securities a written request that the Company or, in the case of the Restricted Notes, the Co-Issuers effect one or more Registrations with respect to all or a part of its Registrable Securities registration on Form S-3 of any of such holder's Restricted Stock or Restricted Notes (and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000Restricted Stock issuable upon conversion thereof), unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestrespectively, the Company will, as soon as practicable, (i) will promptly give a Request Notice relating to written notice of the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on Restricted Securities of the date hereof (and any same type as those specified by such requesting holders. As soon as practicable thereafter, the Company or, in the case of their permitted transfereesthe Restricted Notes, as defined in such registration rights agreement), and (ii) the Co-Issuers will effect such registration and all such related qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Restricted Securities as are specified in such request together with and any written requests of other holders of Restricted Securities of the Registrable Securities requested to be included same type as those specified by any other Holders who notify the Company in writing such requesting holder given within fifteen (15) 20 days after receipt of such Request Notice from notice by such other holders. The Co-Issuers shall have no obligation to effect a registration under this Section 5 unless either (i) the number of securities requested to be sold pursuant to such registration is at least [________] shares of Common Stock (or, in the case of Restricted Notes, an amount of securities convertible into at least such number of shares of Common Stock) or (ii) the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the good faith judgment of the Company; except , expected to be equal to or greater than $20 million. If such registration shall be an underwritten public offering, the Company may designate the managing underwriter of such offering which shall be a firm of recognized national standing, subject to the approval of the selling holders of a majority in number (in the case of Restricted Stock) or amount (in the case of Restricted Notes) of the Restricted Securities included in the offering, which approval shall not be unreasonably withheld. The number or amount, as applicable, of Restricted Securities to be included in such an underwriting may be reduced (pro rata among all of the requesting holders based on the number or amount, as applicable, of securities requested by each holder to be included) if and to the extent that the Company will not managing underwriter shall be obligated of the opinion that such inclusion would adversely affect the marketing of the securities to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offeringbe sold therein.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 in connection with a public offering of its securities, in the event that the Company shall receive from (i) After one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the Major Stockholders, as a group, acting through Xxxxxx or his written designee, or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "S-3 Initiating Holders"), a written request that the Company is eligible to Register register, under the Securities Act, on Form S-3 (or any successor form then in effect) (an "S-3 Registration"), all or a portion of the Registrable Securities on owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least 30 days before the anticipated filing date of such Form S-3, each Holder will have and such notice shall describe the right proposed registration and offer such Designated Holders the opportunity to demand, subject to the restrictions on register the number of Demand Registrations Registrable Securities as each such Designated Holder may request in writing to the Company, given within 15 days after their receipt from the Company of the written notice of such registration. The Company shall (i) take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered and (ii) subject to Section 3(a)(ii5(b), that the Company effect one or more Registrations with respect use reasonable best efforts to all or a part of its Registrable Securities on Form S-3 (x) cause such registration pursuant to this Section 5(a) to become and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, remain effective as soon as practicable, but in any event not later than ninety (i90) give days after it receives a Request Notice relating request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined participate in such registration rights agreement), on the same terms and (ii) effect such registration and all such qualifications and compliances conditions as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be of the S-3 Initiating Holders included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offeringtherein.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 Initiating Holders") a written request or requests that the Company effect one a registration on such Form S-3 pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Sections 1.1 or 1.2.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have shall receive from the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), Stockholders a written request or requests that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to owned by the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestStockholders, the Company will, : (a) as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Stockholders’ Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Companyrequest; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b2.4: (i) if Form S-3 is not available for such offering.offering by the Stockholders; (ii) if the Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Million Dollars ($5,000,000); (iii) if within thirty (30) days of receipt of a written request from the Stockholders pursuant to this Section 2.4, the Company gives notice to the Stockholders of the Company’s intention to make a public offering within ninety (90) days; provided, that the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer to a Permitted Transferee in which case the following proviso shall not apply, this clause (iii) 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; (iv) if the Company shall furnish to the Stockholders a certificate signed by the Chairman of the Board stating that it would be Seriously Detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Stockholders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; provided, further, however, that in the event of the suspension of effectiveness of any registration statement pursuant to this Agreement, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; 7 (v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected three (3) registrations on Form S-3 for the Stockholders pursuant to this Section 2.4 and such registrations have been declared, have been ordered or have become effective; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (b) Subject to the foregoing, the Company shall file a Form S-3 covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Stockholders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2 or 2.3, respectively. 2.5

Form S-3 Registration. (ia) After Request for a Form S-3 Registration. At any time, on or after the first anniversary of the date hereof, at which the Company is eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of Registrable Securities, in the event that the Company shall receive from any Crestview Holder (the “S-3 Initiating Holder”), shall be entitled under this Section 5 to Register make on behalf of all Crestview Holders and Designated Holders, subject to Section 6 hereof, on up to a maximum of four occasions, a written request that the Company register under the Securities Act on Form S-3 (or any successor form) (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holder (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Holders (other than such S-3 Initiating Holder) as promptly as practicable but in no event later than five Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within five Business Days of the date on which the Company has given the written notice of such registration; provided that, an S-3 Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the S-3 Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 8(a)(ii), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the S-3 Initiating Holder. Each request for an S-3 Registration by an S-3 Initiating Holder shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (A) include in such offering the Registrable Securities of the S-3 Initiating Holder and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holder included therein (collectively, the “S-3 Participating Holders”) and (B) file a Registration Statement on Form S-3 (or any successor form) relating to the S-3 Registration and use its commercially reasonable efforts to cause such Registration Statement to be filed within 45 days of receipt of an S-3 Registration request and to use commercially reasonable efforts to request that the Registration Statement become effective as soon as practicable, but not later than 90 days after it files the Registration Statement on Form S-3; provided, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii)however, that the Company shall not be obligated to effect one or more Registrations an S-3 Registration if the S-3 Initiating Holders, together with respect the Designated Holders (other than the S-3 Initiating Holders) that have requested to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no register securities in such demand right will apply registration statement pursuant to this Section 5(a), propose to sell Registrable Securities having an anticipated aggregate price to Face Value (as such term is defined in the public (before any underwriting discounts and commissionsMerger Agreement) of less than $10,000,00020,000,000. Notwithstanding the foregoing, unless there immediately upon determination of the price at which such Registrable Securities are to be sold in an S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holder finds acceptable, the S-3 Initiating Holder for the S-3 Registration shall be other Holders who then have requested participation the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such Registration whooffering; provided, in that such a withdrawal by the aggregate with S-3 Initiating Holder shall constitute and effect an automatic withdrawal by all other S-3 Participating Holders, but shall represent the use of an underwritten public offering under Section 6. If the S-3 Initiating HolderHolder requests, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to and if the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestCompany is a Well-Known Seasoned Issuer, the Company willshall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and, as soon as practicableif requested, (i) give a Request Notice relating to may omit the proposed registration to all other Holders, names of the S-3 Participating Holders and any other holders the amount of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify offered thereunder. The Company shall use its commercially reasonable efforts to be and remain eligible to use Form S-3 for registration of the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance Registrable Securities pursuant to Rule 415 at all times on and after the date of this Section 3(b) if Form S-3 is not available for such offeringAgreement until the date upon which there ceases to be outstanding any Registrable Securities.

Form S-3 Registration. (ia) Following the initial offering of the Company's securities to the general public, the Company will use its best efforts to qualify for the registration of its securities on Form S-3 (or a successor form which allows inclusion or incorporation by reference of substantial information by reference to other documents filed with the SEC). After and during any period in which the Company is eligible to Register Registrable Securities on Form S-3so qualified, each any Holder will shall have the right to demand, subject to the restrictions on the request an unlimited number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part registrations of its Registrable Securities on Form S-3 and any related qualification (or compliance; such successor form), subject only to: (i) compliance with the procedures specified in Section 3.2(b) (except that no such demand right will apply all Participating Holders shall have the opportunity to have a ratable portion of their Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation included in such Registration who, in registration without preference for Demand Rights Holders); (ii) the aggregate with requirement that the Initiating Holder, shall have proposed Registration Holders requesting such registration propose to dispose of Registrable Securities having an anticipated aggregate proposed offering price of not less than $1,000,000; and (iii) the limitation that the Holders may not demand more than two (2) such registrations on Form S-3 during any twelve (12) month period. The Company shall promptly give notice to all Holders of the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed request for registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(band shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its diligent best efforts to promptly effect the registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements and regulations) if of all Registrable Securities on Form S-3 is not available for such offeringto the extent requested by the Holder or Holders thereof.

Form S-3 Registration. (i) After 3.4.1 In case the Company is eligible to Register shall receive from any Holder or Holders holding at least five percent (5%) of the Registrable Securities Shares, a written request or requests that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestShares, the Company will, as soon as practicablewithin twenty (20) days after receipt of any such request, (i) give a Request Notice relating to written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreementall Registrable Shares held by all such Holders who wish to participate in such registration and who have provided the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. All written requests from any Holder or Holders to effect a registration on Form S-3 pursuant to this Section 3.4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of the registration statement or whether, pursuant to Section 3.4.2, they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). Thereupon, and (ii) the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities Shares as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by Shares of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b3.4, (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if such registration, qualification or compliance would require the Company to be qualified to do business in a jurisdiction in which it is not qualified to do business, or to execute a general consent to service of process in a jurisdiction where it has not previously granted general consent to service of process; (iii) after it has effected six (6) registrations under this Section 3.4; or (iv) if the aggregate price to the public of the shares to be registered is less than $500,000 (five hundred thousand U.S. dollars).

Form S-3 Registration. If at any time (i) After the Company is eligible to Register a Holder or Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), request that the Company effect one or more Registrations with respect to all or file a part of its Registrable Securities registration statement on Form S-3 and or any related qualification successor thereto for a public offering of all or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to any portion of the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration shares of Registrable Securities held by such requesting holder or holders, having an anticipated aggregate price to the public value of $2,500,000 (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement based on the date hereof (and any of their permitted transferees, as defined in such registration rights agreementthen current market price), and (ii) effect the Company is a registrant entitled to use Form S-3 or any successor thereto to register such registration and all such qualifications and compliances as may be so requested and as would permit shares, then the Company shall use best efforts to register under the Act on Form S-3 or facilitate any successor thereto, for public sale in accordance with the sale and distribution method of all or such portion of such Initiating Holder’s Registrable Securities as are disposition specified in such request together with notice, the number of shares of Registrable Securities requested to be included by any other Holders who notify specified in such notice. Whenever the Company in writing within fifteen is required by this Section 1.10 to use best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Section 1.2 (15) days after receipt of such Request Notice from including but not limited to the Company; except requirement that the Company will notify all holders of Restricted Stock from whom notice has not be obligated been received and provide them with the opportunity to effect any participate in the offering) shall apply to such registration, qualification or compliance provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 1.10, and provided, further, however, that the requirements contained in the first sentence of Section 1.2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 1.10. Notwithstanding anything to the contrary in this Section 1.10, the Company shall not be required to effect more than one (1) registration pursuant to this Section 3(b1.10 in any twelve (12) month period or, to effect a registration statement pursuant to this Section 1.10 as to any Holder, if Form S-3 such Holder is not available for then entitled to sell all of the Registrable Securities held by such offeringHolder within any three (3) month period under Rule 144 of the Act.

Form S-3 Registration. (i) After 5.1 Request for a Form S-3 Registration. At any time after the Company date hereof, ----------------------------------- if the Shelf Registration Statement is eligible not effective, Designated Holders who propose to Register sell their Registrable Securities on Form S-3to the public at an aggregate price of at least $1,000,000 (the "S-3 Initiating Holders"), each Holder will shall have the right to demand---------------------- make a written request that the Company register, under the Securities Act on Form S-3 (or any successor form then in effect) (an "S-3 Registration"), all or ---------------- a portion of the Registrable Securities owned by such S-3 Initiating Holders. The Company shall give written notice of such request to all of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5.1) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within seven (7) days after their receipt from the Company of the written notice of such registration. With respect to each S-3 Registration, the Company shall, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, 5.2 (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreement), offering the Registrable Securities of the S-3 Initiating Holders and (ii) effect use its reasonable best efforts to (x) cause such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b5.1 to become and remain effective as soon as practicable and (y) if Form include in such offering the Registrable Securities of the Designated Holders (other than S-3 is not available for Initiating Holders which have requested an S-3 Registration under this Section 5.1) who have requested in writing to participate in such offeringregistration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an Securities, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestOne Million Dollars), the Company will, as soon as practicable, will within twenty (i20) days after receipt of any such request give a Request Notice relating to written notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (shall take all actions under its power and any of their permitted transferees, as defined control to include in such registration rights agreement)all Registrable Securities held by all such Holders who wish to participate in such registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall take all actions under its power and (ii) BigBand Networks FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT control to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will Holders of Registrable Securities may not be obligated to effect any such registration, qualification or compliance request more than two (2) registrations pursuant to this Section 3(b) if Form S-3 is 7.3 during any twelve-month period and any such registration pursuant to this Section 7.3 shall not available be counted as a demand for such offeringregistration pursuant to section 7.2.

Form S-3 Registration. (i) After If, at any time after the Registration --------------------- Withdrawal Date, the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), shall receive from one or more Holders a request or requests that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to the Registrable Securities owned by such Holder or Holders, the Company shall: . Within five days of the receipt thereof, give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company willCause, as soon as reasonably practicable, (i) give a Request Notice relating such Registrable Securities to the proposed registration be registered for offering and sale on Form S-3 and cause such Registrable Securities to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined be qualified in such registration rights agreement)jurisdictions as such Holders may reasonable request, and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of together with all or such portion of such Initiating Holder’s the Registrable Securities of any other Holders joining in such request as are specified in such a request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing given within fifteen (15) twenty days after receipt of such Request Notice notice from the Company; except provided that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(bsection 2.3: . If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) if at an aggregate price to the public of less than $1,000,000; . If the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to this section 2.3 or section 2.4; . If the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 is Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not available more than ninety days after receipt of the request of the Holder or Holders under this section 2.3; provided that the Company shall not utilize this right, together with its right under section 2.4(c), more than once in any twelve month period; provided, further, that the Company shall not register shares for its own account during such offeringninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2; or . In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. . Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Holders.

Form S-3 Registration. (i) After In the event all Registrable Securities are not registered pursuant to Section 1.1 during the period beginning 270 days following the Closing Date and ending one year after the Closing Date, and if the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser or its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), “S-3 Initiating Holders”) a written request or requests that the Company effect one a registration on such Form S-3, including, without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities owned by the S-3 Initiating Holders or their permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder’s receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offering.

Form S-3 Registration. (ia) After In case the Company is eligible to Register Registrable Securities on Form S-3, each shall receive from any Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), or Holders a written request or requests that the Company effect one a registration on Form S-3 and any related “blue sky” law qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 and any related qualification or compliance; except that no owned by such demand right will apply to Registrable Securities having an anticipated aggregate price to the public Holders (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration which amount of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) shall have a fair market value of at least $10,000,000. Upon receipt 500,000 in the aggregate, based upon the last sales price of written the Common on a national exchange or over-the-counter market, as applicable, on the day immediately preceding the date of such request), the Company willwill (i) promptly give notice of the proposed registration, and any related “blue sky” law qualification or compliance, to all other Holders and (ii) as soon as practicable, but in any event not more than thirty (i30) give a Request Notice relating to the proposed registration to all other Holdersdays after its receipt of such request, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, “blue sky” law qualification or compliance compliance, pursuant to this Section 3(b2.4: (w) if Form S-3 is not available for such offeringoffering by the Holders; (x) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (after deduction of any underwriters’ discounts or commissions) of less than $500,000; (y) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) such registration on Form S-3 for the Holders pursuant to this Section 2.4; or (z) if the Company shall furnish to the initiating Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holders under this Section 2.4.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holder or Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts Securities; and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) 2.4: if Form S-3 (or any successor or similar form) is not available for such offeringoffering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($500,000), or if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make a public offering within ninety (90) days; if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; 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 if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares sold by each.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 Initiating Holders") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Sections 1.1 or 1.2.

Form S-3 Registration. (i) After If and when the Company is eligible to Register Registrable Securities effect a registration statement on Form S-3, each S-3 and the Company shall have received from the Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to owned by the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so required or so requested and as would permit or facilitate the sale and distribution of all or such lesser portion of such Initiating the Holder’s Registrable Securities as are specified in such request together with the request, it being understood that all Registrable Securities requested to shall be included by any other Holders who notify the Company in such registration unless otherwise specified in writing within fifteen (15) days after receipt of such Request Notice from by the CompanyHolder; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.4: (i) if Form S-3 is not available for such offeringoffering by the Holder; (ii) if the Holder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after the date specified in clause (i) of this Section 1.4 or if any, receipt of the request of the Holder under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Form S-3 Registration. (i) After In the event any Registrable Securities shall not have been registered pursuant to Section 1.1, and if the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser or its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 INITIATING HOLDERS") a written request or requests that the Company effect one a registration on such Form S-3, including, without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities owned by the S-3 Initiating Holders or their permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offering.

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities on Form S-3, each shall receive from any Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), or Holders a written request or requests that the Company effect one a registration on Form S-3 or more Registrations a successor form and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, then the Company shall: (a) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsb) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use its commercially reasonable best efforts to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify joining in such request as are specified in a request given to the Company in writing within fifteen (15) days after receipt of such Request the S-3 Notice from the Companyis given; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 3(b2.3: (i) if Form S-3 is not then available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company furnishes to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than thirty (30) days after receipt of the request of the Holders under this Section 2.3; provided, however, that the Company shall not invoke this right more than twice in any twelve (12) month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such thirty (30) day period (other than a registration relating solely to the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction, or a registration in which the only stock being registered is stock issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the receipt of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) during the period ending one hundred and eighty (180) days after the closing date of a registration effected under Section 2.2 hereof. (c) Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration effected pursuant to Section 2.1. (d) If the registration is for an underwritten offering., the provisions of Section 2.1(b) hereof shall apply to such registration. 2.4

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from the Pequot Holder of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by the Pequot Holder, (a) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsb) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating the Pequot Holder’s 's Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b2.4: (i) if Form S-3 is not available to the Company or for such offering.offering by the Pequot Holder, or (ii) if the Pequot Holder propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($2,000,000), or (iii) if within thirty (30) days of receipt of a written request from the Pequot Holder pursuant to this Section 2.4, the Company gives notice to the Pequot Holder of the Company's intention to make a public offering of Common Stock within ninety (90) days, other than pursuant to a Special Registration Statement, or (iv) if the Company shall furnish to the Pequot Holder a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Pequot Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or (v) if the Company has already effected two (2) registrations on Form S-3 for the Pequot Holder pursuant to this Section 2.4 in any twelve (12) month period, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Pequot Holder. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively. 2.5

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 INITIATING HOLDERS") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Sections 1.1 or 1.2.

Form S-3 Registration. 4.1 Holders of at least twenty-five percent (i25%) After of the Company is eligible to Register Registrable Securities on Form S-3shall be entitled to request in writing (each, each Holder will have the right to demand, subject to the restrictions on the number an “S-3 Registration Request”) registrations of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities then owned by such requesting Holders on a Form S-3 registration statement or any successor form under the Securities Act (an “S-3 Registration”) and any related qualification or compliance; except that no . The Company shall pay for the expenses of such demand right will apply to Registrable Securities having an anticipated aggregate price to request as provided in Section 6. The S-3 Registration Request must be made in writing and the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such S-3 Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, Request shall: (i) specify the number of shares intended to be offered and sold; (ii) express the present intention of the requesting Holders to offer or cause the offering of such shares for distribution; and (iii) contain the undertaking of the requesting Holders to provide all such information and materials and take all such reasonable 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 of such registration statement. The Company shall (a) promptly give a Request Notice relating to written notice of the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (b) as soon as practicable file an S-3 Registration and any of their permitted transferees, use its reasonable best efforts to effect as defined in such registration rights agreement), and (ii) effect soon as practicable such registration and to obtain all such qualifications and compliances compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the requesting Holders’ Registrable Securities as are specified in the S-3 Registration Request (together with any Registrable Securities of any Holder or Holders joining in such request together with the Registrable Securities requested to be included as are specified in a written request received by any other Holders who notify the Company in writing within fifteen twenty (1520) days after receipt of such Request Notice written notice from the Company); except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b4: (i) if Form S-3 is not available for such offeringoffering by the requesting Holders; (ii) the requesting Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate gross price to the public of less than $1,000,000; (iii) if within thirty (30) days of receipt of a written request from the requesting Holders, the Company gives notice to the Holders of the Company’s intention to make its Initial Public Offering or a public offering within ninety (90) days; (iv) if the Company furnishes the requesting Holders with a certificate of the President, Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for a registration statement to be filed in the near future, such registration obligation shall be deferred for not more than one hundred twenty (120) days, but the Company shall not be entitled to such deferral more than once in any 12-month period; (v) if in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service or process in effecting such registration, qualification or compliance; or (v) the Company has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for any Holder pursuant to this Section 4; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2. The Company’s obligations pursuant to this Section 4 shall terminate after it has effected three (3) registrations on Form S-3 pursuant to this Section 4. Registrations under this Section 4 shall not be counted as requests for registration effected pursuant to Section 3 above.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from any Holders of Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request that the Company effect one a registration on Form S-3 (or more Registrations any successor to Form S-3) or any similar short-form registration statement with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holders, the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts Securities; and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) 2.4: if Form S-3 (or any successor or similar form) is not available for such offeringoffering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000, or if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to make a public offering within 90 days, or if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period, or if the Company has already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.4 during the preceding 12 months, or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registrations effected pursuant to Sections 2.2 or 2.3, respectively.

Form S-3 Registration. (ia) After In case the Company is eligible to Register shall receive from any Holder or Holders who hold in excess of five percent (5%) of the Company's Registrable Securities on Form S-3Securities, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 and any related qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public and (before any underwriting discounts and commissionsii) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) 15 days after receipt of such Request Notice written notice from the Company; except provided, however, that the Company will shall not be obligated to effect any such -------- registration, qualification or compliance compliance, pursuant to this Section 3(b1.12: (1) if Form S-3 is not available for such offering.offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2,000,000; (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.12; provided, however, -------- that the Company shall not utilize this right more than once in any twelve (12) month period; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 10 <PAGE> (b) If the Holders initiating the registration request hereunder (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 part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12 (which right may be assigned as provided in Section 1.13), including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or 1.3, respectively. 1.13

Form S-3 Registration. (i) After In case the Company is eligible to Register Registrable Securities Corporation shall receive from any Holder or Holders a written request or requests that the Corporation effect a registration on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply , with respect to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in Shares where the aggregate with net proceeds from the Initiating Holder, shall have proposed Registration sale of such Registrable Securities having an anticipated aggregate price Shares equals to the public (before any underwriting discounts and commissions) of at least One Million United States Dollars ($10,000,000. Upon 1,000,000), the Corporation will within twenty (20) days after receipt of any such request give written request, the Company will, as soon as practicable, (i) give a Request Notice relating to notice of the proposed registration registration, and any related qualification or compliance, to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined include in such registration rights agreement)all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Corporation with written requests for inclusion therein within 15 days after the receipt of the Corporation's notice. Thereupon, and (ii) the Corporation shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s 's or Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holder or Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the CompanyCorporation; except PROVIDED, HOWEVER, that the Company will Corporation shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b2.c., (i) if Form S-3 is not available for such offeringoffering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than One Million United States Dollars ($1,000,000); (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation it would be seriously detrimental to the Corporation or its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Corporation shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.c.; PROVIDED, HOWEVER, that the Corporation shall not utilize this right more than once in any twelve (12) months period; (iv) if the Corporation has, preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.c.; (v) during the period starting with the date sixty (60) days prior to the Corporation's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Corporation (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Corporation is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Corporation's estimate of the date of filing such registration statement is made in good faith; or (vi) in any particular jurisdiction in which the Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Notwithstanding the provisions of this Section 2.c and in addition thereto, in the event the Holland Investors' and/or Nomura's Registrable Shares are not sold in full after exercise of the Holland Investors' or Nomura's, as the case may be rights pursuant to this Section 2.c, each of the Holland Investor and Nomura shall be entitled to an additional Form S-3 Registration for its remaining unsold Registrable Shares under the terms and conditions of this Section 2.c.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 Initiating Holders") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Section 1.1.

Form S-3 Registration. (i) After Subject to the conditions of this Section 3.3, in case the Company is eligible to Register shall receive from the Holders of at least five percent (5%) of the Registrable Securities on Form S-3then held by all Stockholders, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), a written request or requests that the Company effect one a registration on Form S-3 (or more Registrations comparable successor form) and any related qualification or compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company shall promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price all other Holders, and use best efforts to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company willeffect, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Holders' Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify joining in such request as are specified in a written request given to the Company in writing within fifteen twenty (1520) days after receipt of such Request Notice written notice from the Company; except that . Notwithstanding the foregoing provisions, the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b) 3.3: if Form S-3 (or comparable successor form) is not available for such offeringoffering by such Holders; if such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $5,000,000; if the Company has, within the three (3) month period preceding the date of such request, already effected one registration on Form S-3 (or comparable successor form) for any Holders pursuant to this Section 3.3; in any particular jurisdiction in which the Company would be required to qualify to do business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; or during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration which will be subject to the Holders' rights under Section 3.2, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and provided further that not less than thirty percent (30%) of the total amount of securities included in such Company-initiated registration shall be Registrable Securities of the Holders who requested registration pursuant to Section 3.3. If a registration is effected in accordance with Section 3.3(b)(v), such Holders' request shall be deemed withdrawn and such Holders shall retain their rights to registration under this Section 3.3 as though no request for such registration had been made by them. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 3.3 shall not be counted as requests for registration effected pursuant to Section 3.1.

Form S-3 Registration. (ia) After Request for a Form S-3 Registration. At any time, on or after the first anniversary of the date hereof, at which the Company is eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of Registrable Securities, in the event that the Company shall receive from any Crestview Holder (the “S-3 Initiating Holder”), shall be entitled under this Section 5to make on behalf of all Crestview Holders and Designated Holders, subject to Register Section 6 hereof, on up to a maximum of four occasions, a written request that the Company register under the Securities Act on Form S-3 (or any successor form) (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holder (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Holders (other than such S-3 Initiating Holder) as promptly as practicable but in no event later than five Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within five Business Days of the date on which the Company has given the written notice of such registration; provided that, an S-3 Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the S-3 Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 8(a)(ii), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the S-3 Initiating Holder. Each request for an S-3 Registration by an S-3 Initiating Holder shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (A) include in such offering the Registrable Securities of the S-3 Initiating Holder and the Designated Holders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holder included therein (collectively, the “S-3 Participating Holders”) and (B) file a Registration Statement on Form S-3 (or any successor form) relating to the S-3 Registration and use its commercially reasonable efforts to cause such Registration Statement to be filed within 45 days of receipt of an S-3 Registration request and to use commercially reasonable efforts to request that the Registration Statement become effective as soon as practicable, but not later than 90 days after it files the Registration Statement on Form S-3; provided, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii)however, that the Company shall not be obligated to effect one or more Registrations an S-3 Registration if the S-3 Initiating Holders, together with respect the Designated Holders (other than the S-3 Initiating Holders) that have requested to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no register securities in such demand right will apply registration statement pursuant to this Section 5(a), propose to sell Registrable Securities having an anticipated aggregate price to Face Value (as such term is defined in the public (before any underwriting discounts and commissionsMerger Agreement) of less than $10,000,00020,000,000. Notwithstanding the foregoing, unless there immediately upon determination of the price at which such Registrable Securities are to be sold in an S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holder finds acceptable, the S-3 Initiating Holder for the S-3 Registration shall be other Holders who then have requested participation the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such Registration whooffering; provided, in that such a withdrawal by the aggregate with S-3 Initiating Holder shall constitute and effect an automatic withdrawal by all other S-3 Participating Holders, but shall represent the use of an underwritten public offering under Section 6. If the S-3 Initiating HolderHolder requests, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to and if the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written requestCompany is a Well-Known Seasoned Issuer, the Company willshall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and, as soon as practicableif requested, (i) give a Request Notice relating to may omit the proposed registration to all other Holders, names of the S-3 Participating Holders and any other holders the amount of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify offered thereunder. The Company shall use its commercially reasonable efforts to be and remain eligible to use Form S-3 for registration of the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance Registrable Securities pursuant to Rule 415 at all times on and after the date of this Section 3(b) if Form S-3 is not available for such offeringAgreement until the date upon which there ceases to be outstanding any Registrable Securities.

Form S-3 Registration. (ia) After Request for a Form S-3 Registration. At any time after the Company is eligible to Register Registrable Securities on Form S-3, each Holder will have register the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and (or any related qualification successor form thereto), (i) one or compliance; except that no such demand right will apply to more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the Existing Stockholders holding at least a majority of the Registrable Securities having an then held by all Existing Stockholders, (iii) one or more TCI Stockholders, or (iv) one or more Series E Stockholders (in each case, the "S-3 Initiating Holders") may make a written request to the Company to file a Registration Statement, on Form S-3 for a public offering of shares of Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed $2,500,000 (before or any underwriting discounts and commissionssuccessor form then in effect) (an "S-3 Registration"). The Company shall promptly give written notice of less a request for an S-3 Registration to all of the Designated Holders (other than $10,000,000, unless there shall be other the S-3 Initiating Holders who have requested participation in an S-3 Registration under this Section 5(a)), which notice shall describe the proposed registration and offer such Registration who, in Designated Holders the aggregate with opportunity to register the Initiating Holder, shall have proposed Registration number of Registrable Securities having an anticipated aggregate price as each such Designated Holder may request in writing to the public Company, given within ten (before any underwriting discounts and commissions10) days of at least $10,000,000. Upon its receipt of written request, from the Company will, of such written notice. The Company shall (i) take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered and (ii) use its best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, and (iy) give a Request Notice relating include in such offering the Registrable Securities of the Initiating Holders and the Designated Holders who have requested in writing to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined participate in such registration rights agreement), on the same terms and (ii) effect such registration and all such qualifications and compliances conditions as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be of the S-3 Initiating Holders included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such offeringtherein.

Form S-3 Registration. (i) After In case the Company is eligible to Register shall receive from the Holders of at least twenty-five percent (25%) of Registrable Securities on Form S-3(for purposes of this Section 1.4, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), “S-3 Initiating Holders”) a written request or requests that the Company effect one a registration on Form S-3 and any related 5 qualification or more Registrations compliance with respect to all or a part of its the Registrable Securities on Form S-3 owned by such Holder or Holders, the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; except that no such demand right will apply and (b) use all commercially reasonable efforts to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company willeffect, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Holders’ Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify the Company joining in writing such request as are specified in a written request given within fifteen (15) days after receipt of such Request Notice written notice from the Company; except , provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 3(b1.4: (i) if Form S-3 is not available for such offering.offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; (v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following 6 the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective. (c) If the S-3 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2. 1.5

Form S-3 Registration. (ia) After If the Company is eligible shall receive from any Holder or Holders (other than the Officer or Qualcomm, neither of whom shall have rights to Register Registrable Securities on Form S-3, each Holder will have the right to demand, subject to the restrictions on the number of Demand Registrations in request registration under this Section 3(a)(ii6(a)), a written request or requests that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities registration on Form S-3 (or any successor Form to Form S-3 regardless of its designation), the Company will: (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public Restricted Stock from whom notice has not been received; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, effect such registration (i) give a Request Notice relating including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the proposed registration to all other Holders, Securities Act and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (iigovernment requirements or regulations) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities 's or Holders' Restricted Stock as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by Restricted Stock of any other Holder or Holders who notify the Company thereof joining in writing such request as are specified in a written request given within fifteen thirty (1530) days after receipt of such Request Notice written notice from the Company; except , provided that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b6(a) if (A) the Company is not entitled to use Form S-3 (or any subsequent similar form) or (B) the aggregate amount of the Restricted Stock requested to be registered pursuant to this Section by the Holders (other than the Officer or Qualcomm) is not available for such offeringless than $1,000,000, and provided, further, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. Subject to the foregoing, the Company shall file a registration statement covering the Restricted Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Holders of the Restricted Stock.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 INITIATING HOLDERS") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $6,000,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Section 1.1.

Form S-3 Registration. (i) After If the Company is eligible to Register Registrable use Form S-3 under the Securities on Form S-3, each Holder will have Act (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the right to demand, subject to the restrictions on the number of Demand Registrations in Section 3(a)(ii), "S-3 Initiating Holders") a written request or requests that the Company effect one a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or more Registrations compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $6,000,000 or the remaining Registrable Securities), the Company shall (i) promptly give written notice of the proposed registration, and any related qualification or compliance; except that no such demand right will apply , to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be all other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration holders of Registrable Securities having an anticipated aggregate price to the public Securities; and (before any underwriting discounts and commissionsii) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating use reasonable best efforts to the proposed registration to all other Holders, file and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s the Registrable Securities as are specified in such request request, together with all or such portion of the Registrable Securities requested to be included by of any other Holders who notify holder in the Company group of holders joining in writing such request as is specified in a written request given within fifteen (15) days after the holder's receipt of such Request Notice written notice from the Company; except that the Company will not be obligated to effect . No registration requested by any such registration, qualification or compliance S-3 Initiating Holders pursuant to this Section 3(b) if Form S-3 is not available for such offering1.3 shall be deemed a registration pursuant to Section 1.1.

Form S-3 Registration. (ia) After If, at any time that the Company is eligible to Register effect a registration on Form S-3 (or any successor to Form S-3), the Company shall receive a written request from the Holder Representative (as defined below) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar shelf registration statement under the Securities Act covering the registration of all or a portion of the Registrable Securities on Form S-3owned by the Specified Holders, each Holder will have then the right to demandCompany shall, subject to the restrictions on limitations of this Section 2.4, effect, as expeditiously as reasonably possible, such requested registration under the number Securities Act of Demand Registrations in Section 3(a)(ii)all Registrable Securities owned by the Specified Holders that the Holder Representative requests to be so registered; provided, however, that the Company effect one or more Registrations with respect to all or a part of its Registrable Securities on Form S-3 and any related qualification or compliance; except that no such demand right will apply to Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of less than $10,000,000, unless there shall be other Holders who have requested participation in such Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of Registrable Securities having an anticipated aggregate price to the public (before any underwriting discounts and commissions) of at least $10,000,000. Upon receipt of written request, the Company will, as soon as practicable, (i) give a Request Notice relating to the proposed registration to all other Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and (ii) effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included by any other Holders who notify the Company in writing within fifteen (15) days after receipt of such Request Notice from the Company; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(b2.4 if the Specified Holders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than twenty-five million dollars ($25,000,000.00); provided that such threshold shall not apply if the Specified Holder is proposing to sell all of its remaining Registrable Securities. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”) at the time any request is submitted to the Company pursuant to this Section 2.4(a), the Company shall file an automatic shelf registration statement on Form S-3 is not available for such offeringwhich covers those Registrable Securities which are requested to be registered.