Common use of Required Registrations Clause in Contracts

Required Registrations. (a) At any time after the earlier of December 31, 1998 or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Investor or Investors having an aggregate offering price of at least $2,000,000 (based on the then current market price or fair value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) At any time after the earlier of (i) December 3113, 1998 2003 or (ii) six months following the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to Initial Public Offering, a Registration Statement, an Investor Stockholder or Investors Stockholders holding in the aggregate at least 35% twenty-five percent (25%) of the Registrable Shares Stock may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of shares of Registrable Shares Stock representing all or a portion of such Registrable Stock owned by such Investor Stockholder or Investors Stockholders having an aggregate offering price of at least $2,000,000 5,000,000 (based on the then current market price or fair valuevalue at the time of such request). If the holders initiating the registration intend to distribute the Registrable Shares Stock by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors Stockholders to participate in such registration shall be conditioned on such InvestorsStockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investorsother Stockholders. Such Investors Stockholders shall have the right, by giving written notice to the Company within 30 thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their shares of Registrable Shares Stock as such Investors Stockholders may request in such notice of election. Notwithstanding the foregoing sentence, subject to the approval of if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the shares of Registrable Stock requested to be registered by all Stockholders may not be included in the offering, then, the Registrable Stock first excluded from such registration shall be Common Stock owned in the name of any officers or directors of the Company or any transferees thereof which has not been converted from the Stock, and, second, any capital stock requested to be registered by the Company then shall be excluded from such offering. Thereafter, to the extent such underwriter determines that further shares of Registrable Stock should be excluded from the offering, then all Stockholders who have requested registration and other Stockholders entitled to include shares of stock therein shall participate in the registration pro rata based upon the number of shares of stock which they have requested to be so registered, provided, however, that the Registrable Stock of Stockholders included in the offering shall in no event be reduced to less than 30% (in the aggregate) of all shares of stock being registered, except upon the occurrence of a Qualified IPO (as provided belowdefined in Section 3.2(b)) herein. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 (or any successor form), ) of all Registrable Shares Stock which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) At any time after the earlier of December 31January 15, 1998 2006 or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement’s Initial Public Offering, an Investor Institutional Stockholder or Investors Stockholders holding in the aggregate at least 3540% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of the Registrable Shares owned by such Investor Institutional Stockholder or Investors Stockholders having an aggregate offering price of at least $2,000,000 7,500,000 (based on the then current market price or fair value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors Institutional Stockholders to participate shall be conditioned on such Investors' Stockholders’ participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all InvestorsInstitutional Stockholders. Such Investors Stockholder shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors Institutional Stockholders may request in such notice of election, subject to the approval of ; provided that if the underwriter (if any) managing the offering as provided belowdetermines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Institutional Stockholders may not be included in the offering, then all Institutional Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 (or any successor form), ) of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. If on any two (a2) At any time occasions 180 days after the earlier of December 31, 1998 or the closing consummation of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration StatementIPO, an Investor or Investors Holders holding in the aggregate at least 35aggregate, 25% of the Registrable Shares may request, in writing, that Securities outstanding from time to time (hereinafter referred to as the "Initiating Holders") notify the Company effect in writing that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities with an aggregate anticipated offering price (before any underwriters' discounts or commissions) of at least an amount greater than $10,000,000 (any such notice to specify the number of Registrable Securities to be disposed of and the intended method of distribution), then the Company will notify all Holders entitled to notice of a proposed registration under Section 1 above of its receipt of such notification from the Initiating Holders and will allow such Holders thirty (30) days to exercise their rights hereunder. Upon the expiration of such thirty (30) day period (or earlier, with the written consent of Holders holding in aggregate 25% in interest of the Registrable Securities), the Company will either: (A) elect to make a registered primary offering including Registrable Securities on Form S-1 or equivalent form (including, when the Company is eligible, a Form S-2 S-3 with additional information concerning the business of the Company, its finances and its management as the Holders or underwriters participating in an underwritten offering may reasonably request for purposes of marketing the securities) in which case the rights of such Holders (or any successor formincluding the Initiating Holders) of Registrable Shares owned by such Investor or Investors having an aggregate offering price of will be as set forth in Section 1 above (except that the Company will not be permitted to include securities for its own account unless at least $2,000,000 (based on the then current market price or fair value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election, subject to the approval 50% of the underwriter managing total number of securities requested to be included by the offering as provided below. Thereupon, Holders (including the Company shall, as expeditiously as possible, Initiating Holders) are so included); or (B) use its best efforts to effect cause such of the registration, Registrable Securities as may be requested by any Holders (including the Initiating Holders) to be registered under the Securities Act on Form S-1 or equivalent form (including a Form S-2 (or any successor form), of all Registrable Shares which S-3 as described above) and in accordance with the Company has been requested to so register. Notwithstanding any other provision terms of this Section 4.22, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount extent required to permit the distribution of such Registrable Shares of Securities in accordance with the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those intended method set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect notification from the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reducedInitiating Holders.

Required Registrations. (a) 6.1.1 At any time after following the earlier fifth anniversary of December 31the date of this Agreement, 1998 the SkyTerra Investors, on the one hand, or the closing of DTVG Investors, on the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statementother, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the a registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares Securities owned by such Investor or Investors having an provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $2,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value)the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Securities owned by such Investor. If the holders Investors initiating the registration intend to distribute the Registrable Shares Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors' ’ participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such all or a part of their Registrable Shares Securities as such Investors may request in such notice of election, subject . All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the approval of Company and the underwriter managing the offering as provided belowInvestors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which Securities that the Company has been requested so to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) a. At any time after the earlier issuance of December 31Registrable Shares, 1998 a Stockholder or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 S-3 (or any successor form) of Registrable Shares owned by such Investor Stockholder or Investors Stockholders having an aggregate offering price price, net of underwriting discounts and commissions, of at least $2,000,000 500,000 (based on the then current market price or fair value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors Stockholders to participate shall be conditioned on such InvestorsStockholders' participation in such underwritingunderwriting and the inclusion of such Stockholders' Registrable Shares in the underwriting to the extent provided in this Section 2. The Company and all Stockholders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all InvestorsStockholders. Such Investors Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors Stockholders may request in such notice of election, subject to the approval of ; provided that if the underwriter (if any) managing the offering as provided belowdetermines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 S-3 (or any successor form), ) of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) At any time after the earlier of December 31, 1998 or the closing of the Company's first underwritten public offering Qualified Public Offering, holders of shares of Common Stock pursuant to a Registration Statement, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect Page 65 of 117 Pages the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Investor or Investors holders having an aggregate offering price of at least $2,000,000 (based on the then current market price or fair value), provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (or any successor Form), the Company shall be entitled to use such Form S-3 in lieu of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other Investors holders of Registrable Shares to participate shall be conditioned on such Investorsother holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors holders of Registrable Shares and all such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors holders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) 6.1.1 At any time after following the earlier fifth anniversary of December 31the date of this Agreement, 1998 the SkyTerra Investors, on the one hand, or the closing of DTVG Investors, on the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statementother, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the a registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares Securities owned by such Investor or Investors having an provided that the aggregate public offering price (before deduction of underwriters' discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million. In addition, at least $2,000,000 (based any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the then current market price one hand, or fair value)the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Securities owned by such Investor. If the holders Investors initiating the registration intend to distribute the Registrable Shares Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such all or a part of their Registrable Shares Securities as such Investors may request in such notice of election, subject . All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the approval of Company and the underwriter managing the offering as provided belowInvestors including Registrable Securities in such offering. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Shares which Securities that the Company has been requested so to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) At any time after the earlier of December 311, 1998 2001, or six months after the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, an Investor a Stockholder or Investors Stockholders holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Investor Stockholder or Investors Stockholders having an aggregate offering price of at least $2,000,000 7,500,000 (based on the then current market price or fair value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors Stockholders to participate shall be conditioned on such InvestorsStockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investorsan Stockholders. Such Investors Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors Stockholders may request in such notice of election, subject to the approval of ; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereunto). For purposes of making any such reduction, each Purchaser which is a partnership, together with the affiliates, partners and retired partners of such Purchaser, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "holder," and any pro-rata reduction with respect to such "holder" shall be based upon the aggregate amount of Registrable Shares owned by all entities and individuals included in such "holder," as provided belowdefined in this sentence (and the aggregate amount so allocated to such "holder" shall be allocated among the entities and individuals included in such "holder" in such manner as such Purchaser may reasonably determine). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 (or any successor form), ) of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) At any time after the earlier of December 31, 1998 or the closing of the Company's first underwritten public offering Qualified Public Offering, holders of shares of Common Stock pursuant to a Registration Statement, an Investor or Investors holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Investor or Investors holders having an aggregate offering price of at least $2,000,000 (based on the then current market price or fair value), provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (or any successor Form), the Company shall be entitled to use such Form S-3 in lieu -44- 45 of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other Investors holders of Registrable Shares to participate shall be conditioned on such Investorsother holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors. Such Investors holders of Registrable Shares and all such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors holders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced.

Required Registrations. (a) a. At any time after the earlier to occur of December 31, 1998 or (i) one year after the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration StatementStatement or (ii) the third anniversary of the date of this Agreement, an Investor or Investors holding in the aggregate at least Holders of not less than 35% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned held by such Investor or Investors having an aggregate offering price of at least $2,000,000 (based on the then current market price or fair value)Holders. If the holders Holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Investors Holders to participate shall be conditioned on such InvestorsHolders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all InvestorsHolders. Such Investors Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their its Registrable Shares as such Investors Holders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided belowoffering. If in the opinion of such managing underwriter the inclusion of all shares requested to be registered by the Holders would adversely affect the marketing of the securities to be sold, then the Registrable Shares to be included in such an underwriting may be reduced (pro rata among the requesting Holders based upon the Registrable Shares owned by such Holders). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of for all Registrable Shares which the Company has been requested to so register. Notwithstanding any No other provision holder of this Section 4.2, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares capital stock of the Company owned by each such holder. If may participate in any registered offering made pursuant to this section without the managing underwriter does not limit consent of a majority of the number of Registrable Shares to be underwritten, the Company or other holders of securities of the Company who have registration rights similar to those set forth in Section 4.2 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely affect the offering of Registrable Shares for any reason and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reducedheld by participating Holders.