Common use of Form S-3 Clause in Contracts

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor formS-3, (a) the Company shall use its best reasonable efforts to continue to qualify at all times for registration of its capital stock on Form S-3 (or such any successor form). If and when the Company becomes entitled to use Form S-3, and (b) the holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the registration an unlimited number of their Shares registrations of shares of Registrable Securities held by them on Form S-3 or for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000; provided, however, that Holders of Registrable Securities can only make one such successor form request in any six (such 6) month period. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(s) holder or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Companyholders. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 2.3 to become effective prior to 90 days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); providedPROVIDED, howeverHOWEVER, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 2.3 has been made prior to the expiration of such 90-day period. The Company shall give notice to all holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.3 or Section 2.1 if, (i) in the opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities may then sell to the public all Registrable Securities within a 90 day period without registration under the Act; or (ii) if the Company shall furnish to the Holders requesting that the Company file a registration statement pursuant to this Section 2.3 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and that it is, therefore, essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after receipt of the request of the Holders; provided, however, the Company may defer its obligations for this reason only once in any period of twelve (12) months.

Form S-3. If After the Company becomes eligible to use Form S-3 ----------- -------- first public offering of its securities registered under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for register securities pursuant to a registration of its capital stock statement on Form S-3 (or such any successor form, and (b) under the Securities Act. A holder or holders of Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 5,000,000 shall have the right on one or more occasions to request and have effected the registration any number of their Shares registrations on Form S-3 (or any successor form) for the Registrable Securities held by such successor form requesting holder or holders, provided however, that there shall be no more than two (2) such registrations under this Section 3 in any twelve (12) month period. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have twenty (20) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect (a) promptly cause the effectiveness of the registration statement (but in no event later than sixty (60) days from the date of the request) of all Shares shares on Form S-3 (or such a comparable successor form form) to the extent requested by such Investor(sholders and (b) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration statement effective until all the earlier of one-hundred eighty (180) days or until such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding holders have completed the foregoingsales described in such registration statement, provided, however, that the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing disclosure would require the disclosure of a material transaction or other matter and be detrimental to the Company and its stockholders or (ii) the Board of Directors determines reasonably and in good faith that such disclosure would have there is a material adverse effect on the Company valid business purpose or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 reason for delaying filing or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodeffectiveness.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act (or a comparable any successor form), (a) the Company shall use its best reasonable efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor formS-3. If and when the Company becomes entitled to use Form S-3, and (b) holders the Holders of an aggregate of not less than 50% of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the not more than one registration per year (and not more than two registrations in total) of their Shares shares of Registrable Securities on Form S-3 or such successor form (such for a public offering of shares of Registrable Securities. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(s) Holder or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the CompanyHolders. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 2.2 to become effective prior to before 90 days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, faith to the Investors and the Founders Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); , provided, however, that the -------- ------- Company shall use its reasonable best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 2.2 has been made prior to before the expiration of such 90-day period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.2 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.2 if, in the unqualified opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may then sell all Registrable Securities proposed to be sold in the manner proposed to be sold without registration under the Act.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. At any time and from time to time after the Company becomes eligible to use Form S-3 or such successor form, and the Holders of an aggregate of not less than ten percent (b10%) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts Securities then outstanding and Commission, if any) in excess of $500,000 held by the Holders shall have the right on one or more occasions to request and have effected the a registration of their Shares shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $100,000.00 (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(s) Holder or Founder(sHolders). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 8.7 to become effective prior to 90 ninety (90) days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such ninety (90-) day period if the request pursuant to this Section 5.3 8.7 has been made prior to the expiration of such ninety (90-) day period. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 8.7 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such -14- C/M: 11926.0033 414869.5 successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 8.7, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold. All expenses incurred in connection with a registration requested pursuant to this Section 8.7, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 8.7 if, in the opinion of counsel for the Company, which counsel and opinion shall be acceptable to the Holders, such Holders may then sell all Registrable Securities proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the The Company shall use its best efforts to continue to qualify at all times for -------- registration of its capital stock on Form S-3 and to that end the Company shall register (whether or such successor formnot required by law to do so) its Common Stock under the Exchange Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, and (b) holders in addition to the rights contained in the foregoing provisions of this Section 3, the Holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the registration of their Shares registrations on Form S-3 or such successor form thereafter under this Section 3.9 (such requests shall be in a writing signed by Holders holding not less than twenty percent (20%) of the then outstanding Registrable Securities and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Holder or Founder(sHolders), including for purposes of provided that the Company shall not be required to effect a registration pursuant to this Section 5.3 all Permitted Transferees3.9 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities which they reasonably anticipate will have an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least five hundred thousand dollars ($500,000), provided further that the Company shall not be required to effect a registration pursuant to this Section 3.9 if at the time of the request for a registration on Form S-3 the Company in good faith gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), and provided further that the Company shall not be required to effect more than one registration pursuant to this Section 3.9 in any twelve (12) month period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 3.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all Shares shares of Registrable Securities on Form S-3 or such successor form S-3, as the case may be, to the extent requested by such Investor(s) the Holder or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares Holders thereof for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all purposes of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day perioddisposition.

Form S-3. If During the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor formterm of this Agreement, (a) the Company shall use its best commercially reasonable efforts to continue qualify and remain qualified to qualify at all times for register securities pursuant to a registration statement covering the resale of its capital stock the Registrable Securities on Form S-3 (or such any successor form, and (b) holders of under the Securities Act. A Stockholder or Stockholders holding Registrable Shares Securities anticipated to either (x) have an aggregate sale price (net of any underwriting discounts and Commissioncommissions, if any) in excess of $500,000 5,000,000 in the aggregate or (y) represent in the aggregate at least 7.5% of the Registrable Securities shall have the right on one or more occasions to request require the Company to file registration statements, including a shelf registration statement, and have effected if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act, an automatic shelf registration of their Shares statement, on Form S-3 or such any successor form (such requests shall be in writing and under the Securities Act covering all or any part of their Registrable Securities, by delivering a written request therefor to the Company. Such request shall state the number of Shares Registrable Securities to be disposed of and the intended method of disposition of such Shares securities by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best commercially reasonable efforts to effect promptly (but in no event later than sixty (60) days after receipt of the applicable demand request) the registration of all Shares securities on Form S-3 (or such a comparable successor form form) to the extent requested by such Investor(s) or Founder(s)holders. If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the The Company shall take use its reasonable best efforts to cause any such steps registration statement to be declared effective by the Commission as are required to register promptly as practicable after such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and filing. The Company shall use commercially reasonable efforts to keep such registration statement effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses earlier of one independent counsel for hundred eighty (180) days or until such holders have completed the Investors as a group and the Founders as a group, selected distribution described in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any such registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Companystatement. The Company shall not be required obligated to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following enter into any underwriting agreement for the effective date sale of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodRegistrable Securities.

Form S-3. If After the Company becomes eligible to use Form S-3 ----------- first public offering of its securities registered -------- under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any successor form, and (b) under the Securities Act. The holders of Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right at any time when the Company is eligible to use Form S-3, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any successor form) for the Registrable Securities held by such successor form (such requesting holders. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will use its best efforts shall give notice to effect promptly all other holders of the Registrable Securities of the receipt of a request for registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 3 and such holders of Registrable Securities shall then have thirty (including 30) days to notify the reasonable fees and expenses Company in writing of one independent counsel for their desire to participate in the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Companyregistration. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the disclosure best interests of a material transaction or other matter and the Company and its stockholders or (ii) the Board of Directors determines reasonably and in good faith that such disclosure would have there is a material adverse effect on the Company valid business purpose or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 reason for delaying filing or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodeffectiveness.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor formform for secondary offerings by its shareholders, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of an aggregate of not less than ten percent (10%) of the Series A or Series B Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the one (1) registration of their Shares having an aggregate proposed offering price of not less than $5,000,000 on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended method of disposition of such Shares by such Investor(s)) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)within any consecutive twelve (12) month period. The Company will notify all of the holders of Registrable Shares of its receipt of such notification from such holders. If within thirty (30) days after their receipt of such notice any Investor requests the inclusion of some or all of the Registrable Shares owned by such Investor in such registration, the Company will use its best efforts to effect promptly cause such Registrable Shares so requested (including the registration Registrable Shares held by the Investor(s) giving the initial notice of all Shares intent to register hereunder) to be registered on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.34.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 180 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including 4.3 and the reasonable fees and expenses of one independent counsel for all of the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement Registration Statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month perioddays, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 4.3 to become effective prior to 90 180 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 4.2 or by the Company and relating to the Company's IPO (or 90 days with respect to any subsequent underwritten public offering), if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 4.3 has been made prior to the expiration of such 90-day period.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act (or a comparable any successor form), (a) the Company shall use its best reasonable efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor formS-3. If and when the Company becomes entitled to use Form S-3, and (b) holders the Holders of an aggregate of not less than 50% of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the not more than one registration per year (and not more than two registrations in total) of their Shares shares of Registrable Securities on Form S-3 or such successor form (such for a public offering of shares of Registrable Securities. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(s) Holder or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the CompanyHolders. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 2.3 to become effective prior to before 90 days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, faith to the Investors and the Founders Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); , provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 2.3 has been made prior to before the expiration of such 90-day period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.3 if, in the unqualified opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders may then sell all Registrable Securities proposed to be sold in the manner proposed to be sold without registration under the Act.

Form S-3. If As long as the Company becomes is eligible to use Form S-3 ----------- -------- for secondary offerings, the Company will, no later than six months following the Closing Date (but no earlier than 15 Business Days prior to the date that is six months following the Closing) (as defined in the Merger Agreement), file and cause to be automatically effective or declared effective, as applicable, a shelf registration statement on Form S-3 under the Securities Act or covering the resale of the Registrable Securities (the “Shelf Registration Statement”), which, as long as the Company is a comparable successor formwell-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), will be filed as an automatic shelf registration statement. The Shelf Registration Statement will remain continuously effective for the benefit of each Investor Group until the earlier of (ai) the Company shall use its best efforts to continue to qualify at date on which such Investor Group collectively disposes of all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) Securities beneficially owned by the applicable Investor Group in excess of $500,000 shall have 1% of the right then-outstanding Common Shares and (ii) the date that is three years after the date on one or more occasions which the Shelf Registration Statement became effective, subject to request an extension equal to the aggregate number of days of any Blackout Periods. No later than 10 days prior to filing the Shelf Registration Statement, the Company will notify the Investors of the intended filing date. The Investors will provide such information and have effected other cooperation as the Company reasonably requests in connection with the preparation, filing and use of any registration statement pursuant to this Section 4.1(a), including information required by Item 507 of Regulation S-K promulgated under the Securities Act; provided that, notwithstanding anything in this Section 4.1(a) to the contrary, the Company may delay the registration of their Shares on Form S-3 or such successor form (such requests shall be in writing and shall state Registrable Securities as necessary if the number of Shares Investors fail to be disposed of and provide information within the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes scope of this Section 5.3 all Permitted Transferees)sentence within a reasonable time after receiving a request. The Company will use its reasonable best efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period beginning on the date hereof and through the date on which the Shelf Registration Statement is required to remain effective. If the Shelf Registration Statement is an automatic shelf registration statement and the Company no longer qualifies as a WKSI, the Company will, as and when required under the Securities Act, file an appropriate amendment to the Shelf Registration on Form S-3 so that it continues to be usable. In the event the Company is no longer qualified for registration on Form S-3 for the resale of the Registrable Securities, the Company will use its reasonable best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including 4.1(a) on Form S-1 or any successor form thereto to the reasonable fees and expenses of one independent counsel for the Investors same extent as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause effect registrations on Form S-3, and any such registration statement shall be deemed to be a Shelf Registration Statement requested pursuant to for purposes of this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodAgreement.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. In addition to their rights under Section 2.02 hereof, and (b) holders one or more of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 the Investors shall have the right on one or more occasions to request and have effected the registration registrations of their Shares Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $1,000,000 (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transfereessuch Investors). The Company will shall give notice to all of the Investors that hold Registrable Securities or Non-Voting Common Stock at that time of the receipt of a request for registration pursuant to this Section 2.03 and upon the written request of any such Investor delivered to the Company within 30 days after receipt from the Company, the Company shall use its best efforts to effect promptly cause such of the registration of all Shares Registrable Securities as may be requested by any Investor to be registered under the Securities Act on Form S-3 (or such any successor form to the extent requested by such Investor(s) or Founder(sform). If so requested by such Investor(s) or Founder(s) Investors holding a majority in connection with a registration interest of the Registrable Securities to be registered under this Section 5.32.03, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective for 180 days or until all of such Investor's or Founder's Registrable Shares Securities registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registrationwhichever is shorter. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 2.03 (including other than underwriting and selling commissions attributable to the Registrable Securities) and the reasonable fees and expenses of not more than one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 60 days during any twelve twelve-month period, if the Company determines in good faith has been advised by legal counsel that such filing would require the disclosure of a material impending transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement more than two registration statements requested pursuant to this Section 5.3 2.03 to become effective in any twelve-month period. The Company shall not be required to cause a registration statement requested pursuant to this Section 2.03 to become effective prior to 90 180 days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders initiating a demand under this Section 2.03 to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90180-day period if the request pursuant to this Section 5.3 2.03 has been made prior to the expiration of such 90180-day period.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders . One or more of the Holders holding Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the one registration per year of their Shares shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities and having an aggregate proposed offering price exceeding $500,000 (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(s) Holder or Founder(sHolders). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 SECTION 3.3 to become effective prior to the later of (a) 90 days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission SEC under the Securities Act is applicable)) and (b) 30 days following the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of securities of the Company; providedPROVIDED, howeverHOWEVER, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day the end of the period set forth in clause (a) or (b) above, as applicable, if the request pursuant to this Section 5.3 SECTION 3.3 has been made prior to the expiration of such 90period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days during any twelve-day month period, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this SECTION 3.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this SECTION 3.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective for the shorter of (a) six months or (b) until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, that "Registrable Securities" shall not include any shares of Common Stock which may be sold by the holder thereof under Rule 144(k) promulgated under the Securities Act.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the The Company shall use its best efforts to continue to qualify at all times for -------- registration of its capital stock on Form S-3 and to that end the Company shall register (whether or such successor formnot required by law to do so) its Common Stock under the Exchange Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, and (b) holders in addition to the rights contained in the foregoing provisions of this Section 4, the Holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the registration of their Shares registrations on Form S-3 or such successor form thereafter under this Section 4.9 (such requests shall be in a writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Holder or Founder(sHolders), including for purposes of provided that the Company shall not be required to effect a registration pursuant to this Section 5.3 all Permitted Transferees4.9 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities which they reasonably anticipate will have an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least one million five hundred thousand dollars ($1,500,000), provided further that the Company shall not be required to effect a registration pursuant to this Section 4.9 if at the time of the request for a registration on Form S-3 the Company in good faith gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a firmly underwritten registered public offering (but such notice may not be given more than once in any six (6) month period), provided further that the Company shall not be required to effect more than one registration pursuant to this Section 4.9 in any twelve (12) month period. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 4.9 and shall provide a reasonable opportunity for other Holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all Shares shares of Registrable Securities on Form S-3 or such successor form S-3, as the case may be, to the extent requested by such Investor(s) the Holder or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares Holders thereof for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all purposes of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day perioddisposition.

Form S-3. If the Company Corporation becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company Corporation shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. At any time and from time to time after the Corporation becomes eligible to use Form S-3 or such successor from, and (b) holders the Holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess not less than 15% of $500,000 the number of Restricted Securities then outstanding shall have the right on one or more occasions to request and have effected the a registration of their Shares shares of Restricted Securities on Form S-3 or such successor form for a public offering of shares of Restricted Securities having an aggregate proposed offering price of not less than $5,000,000 (such requests shall be in writing and shall state the number of Shares shares of Restricted Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Holder or Founder(s), including for purposes of this Section 5.3 all Permitted TransfereesHolders). The Company Corporation shall use its best efforts to achieve such effectiveness as promptly as is reasonably practicable. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if (i) the Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation; or (ii) in the good faith determination of the Corporation’s Board of Directors, the Corporation would be materially and adversely affected by the required registration. The Corporation shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 4.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Corporation will use its best efforts to effect promptly the registration of all Shares Restricted Securities on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s)the Holders thereof for purposes of disposition. If so requested by such Investor(s) or Founder(s) any Holder in connection with a registration under this Section 5.34.3, the Company Corporation shall take such steps as are required to register such Investor's or Founder's Registrable Shares Holder’s Restricted Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares Holder’s Restricted Securities registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company Corporation shall not be required to cause effect a Registration Statement requested pursuant to registration under this Section 5.3 4.3 if, in the unqualified opinion of counsel for the Corporation, such Holders may then sell all Restricted Securities proposed to become effective prior to 90 days following be sold in the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for manner proposed without registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodAct.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) If the Company's stock becomes publicly traded, the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor formand to that end the Company shall register the Common Stock under the Exchange Act within twelve (12) months following the effective date of the first registration of any securities of the Company on Form S-1. After the Company has qualified for the use of Form S-3, and (b) holders of the Initiating Grantees that hold Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 Securities shall have the right on one or more occasions to request and have effected the registration of their Shares registrations on Form S-3 or such successor form (such requests thereafter under this Section 14.10. If the Company shall be in writing receive from Initiating Grantees a written demand that the Company effect a registration pursuant to this Section 14.10, the Company shall promptly give notice to all Grantees that hold Registrable Securities of the receipt of a request for registration pursuant to this Section 14.10 and shall state provide a reasonable opportunity for other Grantees to participate in the number of Shares registration. Subject to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s)foregoing, including for purposes of this Section 5.3 all Permitted Transferees). The the Company will use its reasonable best efforts to effect promptly the such registration of all Shares as soon as practicable on Form S-3 or such successor form to the extent requested by such Investor(s) the Initiating Grantee or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3Grantees, as the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company case may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable)be; provided, however, that the -------- ------- Company shall use not be obligated to effect any such registration if (a) the Initiating Grantee or Grantees, as the case may be, 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 (b) the Company shall have already made two registrations on Form S-3 within the 12-month period immediately preceding the request. Notwithstanding the foregoing, nothing herein shall restrict, prohibit, or limit in any way a Grantee's ability to exercise its best efforts registration rights under Section 14.04 hereof. The Company shall have no obligation to achieve such effectiveness promptly following such 90-day period if the request take any action to effect any registration pursuant to this Section 5.3 has been made prior 14.10 in case of any of the circumstances referred to in Section 2.2(a)(ii)(A), (B), (C), (D) or (E) of the Investor Rights Agreement as in effect on the date hereof (which shall be deemed to apply to the expiration obligations under this Section 14.10 with equal force). In addition, any registration pursuant to this Section 14.10 shall be subject to the provisions of such 90-day periodSection 2.2(b) of the Investor Rights Agreement as in effect on the date hereof, which shall be deemed to apply to the obligations under this Section 2.2 with equal force, except that any reference therein to Section 14.03 or a subsection thereof shall, for these purposes only, be deemed to be a reference to this Section 14.10.

Form S-3. If (a) After an IPO, the Company becomes eligible shall use its reasonable best efforts to use qualify and remain qualified to register securities on Form S-3 ----------- -------- or Form F-3 (or any comparable successor form) under the Securities Act or a comparable short-form registration statement (if any) under applicable Non-U.S. Securities Laws. For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form) or any short form registration statement, (a) the Company shall use its best efforts prospectus or similar form to continue to qualify at all times for registration of its capital stock on Form S-3 under applicable Non-U.S. Securities Laws (a “Short-Form Registration Statement”), any Investor then holding 10% or more of the Registrable Securities may request registration or listing on a Short-Form Registration Statement for the Registrable Securities held by such successor formrequesting Investor; provided, and (b) holders of that the Registrable Shares Securities anticipated to be included in such offering shall have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 1,000,000; provided, further, that the Company shall have not be required to effect any registration or listing pursuant to this Section 3 more than two (2) times in any twelve (12) month period; provided further, however, that the right Company shall not be required to effect any registration or listing pursuant to a request under Section 3 during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on one the date ninety (90) days immediately following the effective date of, any registration statement or more occasions comparable listing document pertaining to request and have effected securities of the Company (other than a registration of their Shares on Form S-3 securities in a Rule 145 transaction (or any similar rule of the Commission or Non-U.S. Regulatory Agency) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such successor form (such registration statement or comparable listing document to become effective. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)such Investors. The Company will shall give notice to all other Holders of the receipt of a request for registration or listing pursuant to this Section 3 and such Holders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration or listing. If the request for registration or listing contemplates an underwritten public offering, the Company shall state such in the written notice and, in such event, the right of any Holder to participate in such registration or listing shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of such Holder’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall use its reasonable best efforts to effect promptly the registration or listing of all Shares shares on a Short-Form S-3 or such successor form Registration Statement to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3Investors; provided, however, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Supervisory Board determines in good faith that such filing would require disclosure is not in the disclosure best interests of a material transaction the Company and its shareholders; provided, that such postponements shall not (i) exceed ninety (90) days in the aggregate during any twelve (12) month period or other matter (ii) occur more than once in any twelve (12) month period, and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not thereafter be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors file and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its reasonable best efforts to achieve such effectiveness make effective as promptly following such 90-day period if the as practicable any request pursuant to for a registration or listing still pending under this Section 5.3 has been made prior to the expiration of such 90-day period3.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. In addition to their rights under Section 2.01 hereof, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 the Holders shall have the right on one or more occasions to request and have effected the registration registrations of their Shares Registrable Securities on Form S-3 or such successor form for a sale of shares of Registrable Securities having an aggregate sale price of not less than $500,000 (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transfereesthe Holders). The Company will shall use its best efforts to effect promptly cause such Registrable Securities to be registered under the registration of all Shares Securities Act on Form S-3 (or such any successor form to the extent requested by such Investor(s) or Founder(sform). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3the Holders, the Company shall take such steps as are required to register such Investor's or Founder's the Registrable Shares Securities for which the Holders have requested registration for sale on a delayed or continuous basis under Rule 415, and to keep such registration continuously effective for a period of at least 36 months following the date on which such registration statement is declared effective or until all of such Investor's or Founder's Registrable Shares Securities registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registrationwhichever is shorter. All expenses incurred in connection with attributable to a registration requested pursuant to this Section 5.3 (2.02, including the reasonable fees underwriting and expenses of one independent counsel for selling commissions relating to the Investors as a group and the Founders as a groupRegistrable Securities, selected in this manner contemplated as of Section 5.1) shall be borne by the CompanyHolders exercising their rights hereunder. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 60 days during any twelve twelve-month period, if the Company determines in good faith has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 2.02 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.3

Form S-3. If After the Company becomes eligible to use Form S-3 ----------- -------- first public offering of its securities registered under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any successor form, and (b) holders of under the Securities Act. A Stockholder or Stockholders holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any successor form) for the Registrable Securities held by such successor form (such requesting Stockholder or Stockholders. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares securities by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will use its best efforts shall give notice to effect promptly all other holders of Registrable Securities of the receipt of a request for registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 3, and such other holders of Registrable Securities shall then have thirty (including 30) days to notify the reasonable fees and expenses Company in writing of one independent counsel for their desire to participate in the Investors as a group and registration, subject to the Founders as a group, selected limitations set forth in this manner contemplated as of Section 5.1) shall be borne by the Company4. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of a material transaction or other matter and which the Company determines reasonably and in good faith that such disclosure Board of Directors has determined would have a material adverse effect on upon the Company or otherwise would not be its then current business plans, (c) the managing underwriter determines in the best interest of good faith that an audit (other than the Company. The Company shall not 's regular year-end audit) would be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 successfully market such offering, or by (d) the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made 's President certifies in good faith, to the Investors and the Founders to the effect writing that the Company is commencing to prepare a Company-initiated Registration Statement (other than then currently engaged in discussions with its managing underwriter concerning a registration effected solely statement that would be subject to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period4 hereof.

Form S-3. If After the Company becomes eligible to use Form S-3 ----------- first public offering of its securities registered -------- under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any successor form, and (b) holders of under the Securities Act. An Investor or Investors holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any successor form) for the Registrable Securities held by such successor form (such requesting Investor or Investors. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares securities by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will use its best efforts shall give notice to effect promptly all other holders of Registrable Securities of the receipt of a request for registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 3, and such other holders of Registrable Securities shall then have thirty (including 30) days to notify the reasonable fees and expenses Company in writing of one independent counsel for their desire to participate in the Investors as a group and registration, subject to the Founders as a group, selected limitations set forth in this manner contemplated as of Section 5.1) shall be borne by the Company4. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 -------- forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of a material transaction or other matter and which the Company determines reasonably and in good faith that such disclosure Board of Directors has determined would have a material adverse effect on upon the Company or otherwise would not be its then current business plans, (c) the managing underwriter determines in the best interest of good faith that an audit (other than the Company. The Company shall not 's regular year-end audit) would be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by successfully market such offering, and (d) the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made 's President certifies in good faith, to the Investors and the Founders to the effect writing that the Company is commencing to prepare a Company-initiated Registration Statement (other than then currently engaged in discussions with its managing underwriter concerning a registration effected solely statement that would be subject to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period4 hereof.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(sContinuing Stockholder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(sContinuing Stockholder(s). If so requested by such Investor(s) or Founder(sContinuing Stockholder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or FounderContinuing Stockholder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or FounderContinuing Stockholder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders Continuing Stockholders as a group, selected in this manner contemplated as of Section 5.15. 1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders Continuing Stockholders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); providedPROVIDED, howeverHOWEVER, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.

Form S-3. If After the Company becomes eligible to use Form S-3 ----------- -------- first public offering of its securities registered under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any successor form, and (b) holders of under the Securities Act. An Investor or Investors holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any successor form) for the Registrable Securities held by such successor form (such requesting Investor or Investors. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares securities by Investor(s) such holder or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)holders. The Company will use its best efforts shall give notice to effect promptly all other holders of Registrable Securities of the receipt of a request for registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 3, and such other holders of Registrable Securities shall then have thirty (including 30) days to notify the reasonable fees and expenses Company in writing of one independent counsel for their desire to participate in the Investors as a group and registration, subject to the Founders as a group, selected limitations set forth in this manner contemplated as of Section 5.1) shall be borne by the Company4. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 forty-five (45) days in the aggregate during any twelve (12) month period, if (a) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the best interests of the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of a material transaction or other matter and which the Company determines reasonably and in good faith that such disclosure Board of Directors has determined would have a material adverse effect on upon the Company or otherwise would not be its then current business plans, (c) the managing underwriter determines in the best interest of good faith that an audit (other than the Company. The Company shall not 's regular year-end audit) would be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by successfully market such offering, and (d) the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made 's President certifies in good faith, to the Investors and the Founders to the effect writing that the Company is commencing to prepare a Company-initiated Registration Statement (other than then currently engaged in discussions with its managing underwriter concerning a registration effected solely statement that would be subject to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period4 hereof.

Form S-3. If Following the Company becomes eligible to use Form S-3 ----------- -------- under consummation of the Securities Act or a comparable successor formCompany’s Initial Public Offering, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor formfor secondary sales. After the Company has qualified for the use of Form S-3, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 the Xxxxxx Member shall have the right on one or more occasions to request and have effected the registration of their Shares an unlimited number registrations on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(sholders); provided, (A) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall not be obligated to effect, or take such steps as are required any action to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415effect, and to keep any such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 4.5(b)(iii): (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a groupI) during customary blackout periods, selected in this manner contemplated as of Section 5.1) shall be borne during any other offering being conducted by the Company or whenever the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines as determined in good faith that such filing would require by the disclosure of a material transaction or other matter and Board, believes the Company determines reasonably and in good faith that such disclosure would have is likely to suffer a material adverse effect on from engaging in any such registration at such time, (II) unless the Company or otherwise would not be in the best interest dollar amount of the Company. The Company shall not be required Registrable Securities the demanding Member elects to cause a Registration Statement requested sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000 and (III) within 270 days of the effective date of the most recent registration pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated 4.5(b)(iii) in which securities held by the Investors pursuant to Section 5.2 requesting Member could have been included for sale or distribution; provided, any such 270- day period may be shortened by the Board if the Board determines, in its sole discretion, that shortening such period would not materially and adversely affect the Company or the stockholders (or other equity holders if not a corporation) of the Company, if the request for registration has been received by (B) the Company subsequent will pay for all Registration Expenses incurred by a Member in connection with participating in such offering pursuant to the giving exercise of written notice by its demand registration rights and (C) any participating Member will be required (I) to provide customary selling Member information for inclusion in the Companyprospectus or other offering materials together with customary indemnification and contribution obligations to protect the underwriters, made in good faiththe Company and its directors, to the Investors officers, employees and agents, and the Founders other Members from losses in the event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the effect that sale of its Registrable Securities in the Company is commencing to prepare a Company-initiated Registration Statement offering (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule including the underwriting agreement, custody agreement, standstill agreement and power of the Commission under the Securities Act is applicableattorney); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- (or any comparable successor form) under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any comparable successor form) under the Securities Act. For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form), and (b) holders of an Investor or Investors holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any comparable successor form) for the Registrable Securities held by such successor form requesting Investor or Investors; provided, however, that there shall not be more than two registrations under this Section 3 in any twelve (such 12) month period. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Investor or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)Investors. The Company will shall give notice to all other Investors holding Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such Investors shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration of all Shares shares on Form S-3 (or such any comparable successor form form) to the extent requested by such Investor(s) Investor or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3Investors; provided, however, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the disclosure best interests of a material transaction or other matter and the Company and its stockholders or (ii) the Board of Directors determines reasonably and in good faith that such disclosure would have there is a material adverse effect on the Company valid business purpose or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 reason for delaying filing or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodeffectiveness.

Form S-3. If the Company Corporation becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company Corporation shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. At any time and from time to time after the Corporation becomes eligible to use Form S-3 or such successor form, and the Holders of an aggregate of not less than ten percent (b10%) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts Securities then outstanding and Commission, if any) in excess of $500,000 held by the Holders shall have the right on one or more occasions to request and have effected the a registration of their Shares shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $2,000,000 (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Holder or Founder(s), including for purposes of this Section 5.3 all Permitted TransfereesHolders). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company Corporation shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 5.3 4.6 to become effective prior to 90 ninety (90) days following the effective date of a Registration Statement registration statement initiated by the Investors pursuant to Section 5.2 or by the CompanyCorporation, if the request for registration has been received by the Company Corporation subsequent to the giving of written notice by the CompanyCorporation, made in good faith, to the Investors and the Founders Holders of Registrable Securities to the effect that the Company Corporation is commencing to prepare a CompanyCorporation-initiated Registration Statement registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company Corporation shall use its best efforts to achieve such effectiveness promptly following such ninety (90-) day period if the request pursuant to this Section 5.3 4.6 has been made prior to the expiration of such ninety (90-) day period. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation. The Corporation shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 4.6 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Corporation will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 4.6, the Corporation shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold (but not in excess of 365 days). All expenses incurred in connection with a registration requested pursuant to this Section 4.6, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Corporation shall not be required to effect a registration under this Section 4.6 if, in the opinion of counsel for the Corporation, which counsel and opinion shall be acceptable to the Holders, such Holders may then sell all Registrable Securities proposed to be sold in the manner proposed without registration under the Securities Act.

Form S-3. If Following the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor formIPO, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 or such successor formunder the Securities Act. For so long as the Company is qualified to register securities on Form S-3, and (b) holders of Investors holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 or of the sale of the Registrable Securities held by such successor form (such requesting Investors. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)such Investors. The Company will shall give notice to all other Investors and the Management Stockholders holding Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such Investors and Management Stockholders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration of all Shares shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3Investors and Management Stockholders; provided, however, that the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, not to exceed 90 days during any twelve month period, time if (i) the Company determines in good faith has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction or other matter non-public information, and the Company Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on be detrimental to the Company and its stockholders, or otherwise would not be in (ii) the best interest Board of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made Directors determines in good faith, to the Investors and the Founders to the effect faith that the Company there is commencing to prepare a Company-initiated Registration Statement valid business purpose or reason for delaying filing or effectiveness; provided that in no such case may such periods of postponement exceed an aggregate of ninety (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or 90) days in any other similar rule period of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodtwelve (12) consecutive months.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for Buyer will (x) file a registration of its capital stock statement on Form S-3 (the “S-3 Registration Statement”) with effectiveness as of, or such successor formas promptly as practicable after, and in any event within five Business Days of, the Closing, which S-3 Registration Statement will register the resale of the Buyer Shares issued to Seller (bthe “S-3 Registration”) holders of Registrable Shares anticipated and (y) take all other actions as necessary to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 or cause such successor form (such requests shall be in writing and shall state the number of Buyer Shares to be disposed approved for listing on the New York Stock Exchange (the “NYSE”) prior to or as of the Closing Date and to effectuate the listing of such Buyer Shares pursuant to the NYSE rules. Notwithstanding the foregoing, the Buyer’s obligations to file the S-3 Registration Statement are contingent upon Seller furnishing in writing to the Buyer such information customary of a selling shareholder in similar situations regarding Seller, the Buyer Shares and the intended method of disposition of such Shares by Investor(s) or Founder(sBuyer Shares, which shall be limited to non-underwritten public offerings (other than a block trade, which for the avoidance of doubt, shall be a permissible method of distribution), including for purposes as shall be reasonably requested by the Buyer to effect the registration of this Section 5.3 all Permitted Transferees)the Buyer Shares. The Company Buyer will provide Seller with a reasonable opportunity to review and comment on the S-3 Registration Statement and will consider such comments in good faith. Buyer agrees to use its reasonable best efforts to effect promptly continuously maintain the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registrationregistration statement until the earlier of (i) the Buyer Shares comprising the Equity Consideration are sold in their entirety and (ii) such time as the Buyer Shares can be sold in their entirety under Rule 144 of the Securities Act without volume or manner-of-sale restrictions. All of the expenses incurred in connection with a any registration requested of Buyer Shares pursuant to this Section 5.3 (Agreement, including the reasonable all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents’ and registrars’ fees and expenses and all fees and expenses of one Buyer’s outside counsel and independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as accountants of Section 5.1) Buyer shall be paid and borne by the CompanyBuyer. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company Buyer shall not be required to cause a responsible for any selling expenses of Seller (including any broker’s fees or commissions) or fees or expenses of outside counsel or independent accountants of Seller in connection with the S-3 Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodStatement.

Form S-3. If Following the Company becomes eligible to use Form S-3 ----------- -------- under consummation of the Securities Act or a comparable successor formCompany’s Initial Public Offering, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor formfor secondary sales. After the Company has qualified for the use of Form S-3, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 the Xxxxxx Member shall have the right on one or more occasions to request and have effected the registration of their Shares an unlimited number registrations on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested shares by such Investor(sholders); provided, (A) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall not be obligated to effect, or take such steps as are required any action to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415effect, and to keep any such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 4.8(a)(iii): (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a groupI) during customary blackout periods, selected in this manner contemplated as of Section 5.1) shall be borne during any other offering being conducted by the Company or whenever the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period, if the Company determines as determined in good faith that such filing would require by the disclosure of a material transaction or other matter and Managing Member, believes the Company determines reasonably and in good faith that such disclosure would have is likely to suffer a material adverse effect on from engaging in any such registration at such time, (II) unless the Company or otherwise would not be in the best interest dollar amount of the Company. The Company shall not be required Registrable Securities the demanding Member elects to cause a Registration Statement requested sell in such offering is reasonable likely to result in gross sale proceeds of at least $5,000,000 and (III) within 270 days of the effective date of the most recent registration pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated 4.8(a)(iii) in which securities held by the Investors pursuant to Section 5.2 requesting Member could have been included for sale or distribution; provided, any such 270-day period may be shortened by the Managing Member if the Managing Member determines, in its sole discreton, that shortening such period would not materially and adversely affect the Company or the stockholders (or other equity holders if not a corporation) of the Company, if the request for registration has been received by (B) the Company subsequent will pay for all Registration Expenses incurred by a Member in connection with participating in such offering pursuant to the giving exercise of written notice by its demand registration rights and (C) any participating Member will be required (I) to provide customary selling Member information for inclusion in the Companyprospectus or other offering materials together with customary indemnification and contribution obligations to protect the underwriters, made in good faiththe Company and its directors, to the Investors officers, employees and agents, and the Founders other Members from losses in the event the information furnished by any such Member is incorrect and (II) to enter into customary agreements governing the effect that sale of its Registrable Securities in the Company is commencing to prepare a Company-initiated Registration Statement offering (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule including the underwriting agreement, custody agreement, standstill agreement and power of the Commission under the Securities Act is applicableattorney); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period.

Form S-3. If (a) Purchaser shall prepare and file with the Company becomes SEC, within 15 days of the Closing Date, a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that Purchaser may then be eligible to use) in order to register with the Commission the resale by the Executing Shareholders not eligible for S-8 Registration, from time to time, of the Closing Consideration Shares issued to them (including such Closing Consideration Shares set aside in the Escrow Fund) through Nasdaq or the facilities of any national securities exchange on which Purchaser’s Shares are then traded, or in privately negotiated transactions (a “Registration Statement”). Purchaser shall use Form S-3 ----------- -------- under commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as reasonably practicable and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) two years following the last day of the Lock-Up Period (as such term is defined in the Lock-Up Agreements), as prolonged and extended by any Suspension Period or (ii) the date on which all Closing Consideration Shares covered by the Registration Statement may be sold pursuant to Rule 144 of the Securities Act or a comparable successor form(such time frame, (a) as extended from time to time, shall be referred to herein as the Company shall use its best efforts “Effective Period”). Following the effectiveness of the Registration Statement, Purchaser may, at any time, suspend the effectiveness of the Registration Statement for up to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of Registrable Shares anticipated to have an aggregate sale price of 60 days, as appropriate (net of underwriting discounts and Commissiona “Suspension Period”), by giving notice to the Holder Representatives, if any) in excess of $500,000 Purchaser shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 or such successor form (such requests shall determined that Purchaser may be in writing and shall state the number of Shares to be disposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's disclose any material corporate development or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are soldas otherwise required by applicable securities laws. Notwithstanding the foregoing, Purchaser may not suspend the Company shall have no obligation to keep any registration effective effectiveness of the Registration Statement more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days two times during any twelve twelve-month period, if subject to applicable securities laws. The Purchaser shall inform each Executing Shareholder of any such Suspension Period and will instruct such holders (and by executing this Agreement each Executing Shareholder agrees) not sell any Closing Consideration Shares pursuant to the Company determines Registration Statement until (a) such Person is advised in good faith writing by the Holder Representatives that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest use of the Company. The Company shall not applicable prospectus may be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date resumed, or (b) such Person has received copies of a Registration Statement initiated by the Investors pursuant to Section 5.2 any additional or by the Companysupplemental or amended prospectus, if the request for registration applicable, or (c) such Person has been received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by the Company subsequent to the giving of written notice by the Company, made reference in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodprospectus.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- (or any comparable successor form) under the Securities Act or a comparable successor formAct, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any comparable successor form) under the Securities Act. For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form), and (b) holders of an Investor or Investors holding Registrable Shares Securities anticipated to have an aggregate sale price (net of underwriting discounts and Commissioncommissions, if any) in excess of $500,000 1,000,000 shall have the right right, on one or more occasions occasions, to request and have effected the registration of their Shares on Form S-3 (or any comparable successor form) for the Registrable Securities held by such successor form (such requesting Investor or Investors. Such requests shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Investor or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)Investors. The Company will shall give notice to all other Holders of the receipt of a request for registration pursuant to this Section 3 and such Holders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration of all Shares shares on Form S-3 (or such any comparable successor form form) to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3Holders; provided, however, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing or the effectiveness of any registration statement required hereunder pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed 90 ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such filing would require disclosure is not in the disclosure best interests of a material transaction or other matter and the Company and its stockholders or (ii) the Board of Directors determines reasonably and in good faith that such disclosure would have there is a material adverse effect on the Company valid business purpose or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 reason for delaying filing or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.3 has been made prior to the expiration of such 90-day periodeffectiveness.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form, and (b) holders of an aggregate of not less than twenty percent (20%) of the Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the one (1) registration of their Shares on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Shares to be disposed of and the intended method of disposition of such Shares by such Investor(s) or Founder(s), including for purposes of this Section 5.3 all Permitted Transferees)) within any consecutive twelve (12) month period. The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.34.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including 4.3 and the reasonable fees and expenses of one independent counsel for all of the Investors as a group on the one hand, and all of the Founders as a group, selected in this manner contemplated as of Section 5.1) group on the other shall be borne by the Company. The Company may postpone the filing of any registration statement Registration Statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period180 days, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 4.3 to become effective prior to 90 180 days following the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 4.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-Company- initiated Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such -------- ------- effectiveness promptly following such 90180-day period if the request pursuant to this Section 5.3 4.3 has been made prior to the expiration of such 90180-day period.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor formAfter its Initial Public Offering, (a) the Company shall use its best efforts to continue qualify and remain qualified to qualify at all times for registration of its capital stock register securities on Form S-3 (or such any comparable successor form) under the Securities Act (a "Form S-3 Registration Statement"). For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form), and an Existing Holder (bother than a Management Holder) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 (or any comparable successor form) for the Registrable Securities held by such successor form (requesting Holder; provided, however, that the Registrable Securities to be registered pursuant to each such requested Form S-3 Registration Statement shall have an anticipated aggregate sale price as of the date of filing of such Form S-3 Registration Statement of at least $500,000. Such requests shall be in writing and shall state the number of Shares Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(ssuch Holder. Upon receipt of such request, the Company shall give notice of such request to all the other Holders, if any, who shall then have twenty (20) or Founder(s), including for purposes days to notify the Company in writing of this Section 5.3 all Permitted Transferees)their desire to have Registrable Securities held by them included in such registration. The Company will shall use its reasonable best efforts to effect promptly the registration of all Shares on Registrable Securities whose holders request registration thereof pursuant to such Form S-3 Registration Statement (or such any comparable successor form to the extent requested by such Investor(s) or Founder(sform). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3; provided, however, the Company shall take such steps as are not be required to register such Investor's or Founder's Registrable Shares for sale on effect a delayed or continuous basis registration pursuant to a request under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are soldthis Section 5 more than five (5) times. Notwithstanding the foregoing, the The Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with file a registration requested Form S-3 Registration Statement pursuant to this Section 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 5 earlier than 180 days during any twelve month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the best interest of the Company. The Company shall not be required to cause a Registration Statement requested pursuant to this Section 5.3 to become effective prior to 90 days following after the effective date of a prior Registration Statement initiated by covering an underwritten public offering for the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by account of the Company subsequent to or any Holder, or earlier than 90 days after the giving effective date of written notice by the Company, made in good faith, to the Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated prior Form S-3 Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request filed pursuant to this Section 5.3 has been made prior to the expiration of such 90-day period5.

Form S-3. If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, (a) the Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. Each Holder (or transferee of his, and (bher or its Registrable Securities in accordance with the terms of this Agreement) holders of Registrable Shares anticipated to have an aggregate sale price (net of underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the one registration of their Shares shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $1,000,000 (such requests request shall be in writing and shall state the number of Shares shares of Registrable Securities to be disposed of and the intended method of disposition of such Shares shares by Investor(s) such Holder or Founder(s), including for purposes of this Section 5.3 all Permitted TransfereesHolders). The Company shall give notice to all of the Holders of the receipt of a request for registration pursuant to this Section 2.3 and shall provide a reasonable opportunity for such Holders to participate in such a registration. Subject to the foregoing and the provisions of applicable law, the Company will use its best efforts to effect promptly the registration of all Shares shares of Registrable Securities on Form S-3 or such successor form to the extent requested by such Investor(s) the Holder or Founder(s)Holders thereof. If so requested by such Investor(s) The Company shall, after consultation with the Holders requesting registration, select one or Founder(s) in connection with a registration under this Section 5.3, more underwriters to sell the Company shall take such steps as are required Registrable Securities to register such Investor's or Founder's Registrable Shares for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Investor's or Founder's Registrable Shares be registered thereunder are sold. Notwithstanding the foregoing, the Company shall have no obligation to keep any registration effective more than 120 days after the initial date of effectiveness of such registrationthrough an underwritten public offering. All expenses incurred in connection with a registration requested pursuant to this Section 5.3 (including 2.3 and the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) Holders shall be borne by the Company; PROVIDED, HOWEVER, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of any Holder requiring such registration and (ii) the Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any twelve month period180 days, if the Company determines in good faith has been advised by legal counsel, which counsel shall be acceptable to the Holders, that such filing would require the disclosure of a material transaction or other matter factor which would not otherwise be required to be disclosed at such time and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in with respect to the best interest registration of the Registrable Shares. At the Company. The 's option, the Company shall not may elect to include in such registration on Form S-3, securities to be issued by the Company and, if required in order to effect the registration of such securities, cause the registration to be made pursuant to a Registration Statement requested on Form S-1 or S-2, which shall count as the Registration Statement on Form S-3 to be filed pursuant to this Section 5.3 to become effective prior to 90 days following 2.3. In the effective date of a Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors and the Founders to the effect event that the Company is commencing exercises such option, the inclusion of shares by Holders will be subject to prepare a Company-initiated Registration Statement the right of the underwriters to reduce, in view of market conditions, the number of Registrable Securities proposed to be registered (other than in which case the number of shares of Registrable Securities to be registered shall be allocated among all Holders in proportion, as nearly as practicable, to their respective holdings of Registrable Securities); PROVIDED, HOWEVER, that if the number of Registrable Securities pursuant to such a registration effected solely shall be reduced to implement an employee benefit plan or a transaction number which is less than 60% of the number of Registrable Securities as to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request Holders requested registration pursuant to this Section 5.3 has been made prior 2.3 then such registration shall not be counted as the Registration Statement on Form S-3 to be filed pursuant to this Section 2.3 by the expiration Holders requesting such registration. Holders of Registrable Securities will not be permitted to require the Company to file a Registration Statement pursuant to this Section 2.3 more frequently than once every six months. The registration rights provided by this Section 2.3 shall expire on September 19, 2006. If so requested by any Holder in connection with a registration under this Section 2.3, the Company shall take such 90steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 for a period not to exceed 180 days, and also take such steps, during such 180-day period, as are required to keep any registration effective until all Registrable Securities registered thereunder are sold.