Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to At any time after the conditions earlier of (i) five (5) years from the date of this Section 2.1, if Agreement and (ii) one hundred eighty (180) days after the Company shall receive a written request from Initiating Holders that initial public offering of the Company file a Company’s Common Stock pursuant to an effective registration statement under the Securities Act covering Act, the registration holders (excluding the Key Holder) of at least fifty percent (50%) of the Registrable Securities resulting in net offering proceeds of then outstanding (excluding Key Holder Registrable Securities) may notify the Company that they intend to offer or cause to be offered for public sale at least fifty percent (50%) of the Registrable Securities then outstanding (excluding Key Holder Registrable Securities) or any lesser number of Registrable Securities (excluding Key Holder Registrable Securities) if the anticipated aggregate sale price, net of underwriting discounts and commissions, if any, would exceed $20,000,00010,000,000. Upon receipt of such request, then the Company will (x) shall promptly give written deliver notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Stockholders holding Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within who shall then have thirty (30) days after receipt by such Holder or Holders to notify the Company in writing of initial written notice from the Company, their desire to be registered under the Securities Act within ninety (90) days of the request. (b) included in such registration. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of for registration contemplates an underwritingunderwritten public offering, then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include state such information in the written notice referred to and in Section 2.1(a) or Section 2.3(a), as applicable. In such event, event the right of any Holder Person to include its Registrable Securities participate in such registration shall be conditioned upon such HolderPerson’s participation in such underwriting underwritten public offering and the inclusion of such HolderPerson’s Registrable Securities in the underwriting underwritten public offering to the extent provided herein. The Company shall will use its reasonable best efforts to expeditiously effect (together with but in any event no later than thirty (30) days after such request) the registration of all Holders proposing to distribute their Registrable Securities through whose holders request participation in such underwriting) enter into an underwriting agreement in customary form with registration under the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3Securities Act, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated but only to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or extent provided for in such other proportions as mutually agreed to by such selling Holdersthis Agreement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to a request under this Section 2.1: 2(a) more than two (i2) prior times for the holders of the Registrable Securities as a group. Notwithstanding anything to the earlier of September 30contrary contained herein, 2015 or six months no request may be made under this Section 2(a) within ninety (90) days after the Initial Offering; (ii) after effective date of a registration statement filed by the Company has effected three registrations covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1 2(a) unless and either (A) all until the registration statement relating to such registrations have registration has been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registrationCommission; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise majority in interest of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number participating holders of Registrable Securities may request, in writing, that Holders have the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a). (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the securities to be excluded shall be determined in the following order of priority: (i) first, persons not having any contractual or other right to include such securities in the registration statement are actually included; statement, (ii) second, securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) during third, securities to be registered by the period starting with Company pursuant to such registration statement, (iv) fourth, Registrable Securities of holders who did not make the date original request for registration and, if necessary, (v) fifth, Registrable Securities of filing ofholders who requested such registration pursuant to Section 2(a). If there is a reduction of the number of Registrable Securities pursuant to clauses (iv) or (v), and ending such reduction shall be made on a pro rata basis (based upon the date aggregate number of Registrable Securities held by such holders). (c) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering, subject only to the consent of the Company, which consent shall not be unreasonably withheld. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to become effective within one hundred eighty twenty (180120) days following, following the effective date of the any registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement required pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective2.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in net offering proceeds of at least $20,000,000then outstanding (a “Qualified Public Offering”), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; and provided, further, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration if any Holder does not request inclusion of the maximum number of shares of Registrable Securities, assuming conversion, allocated to such Holder pursuant to the above-described procedure, in which case the remaining portion of such Holder’s allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the total number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering Offe1ing within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Boardboard of directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within qualification or compliance, unless the six month period preceding the date of Company is already subject to service in such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectivejurisdiction.

Demand Registration. (a) Subject to At any time after Terra Silex's fully funding the conditions Third Traunche Funding, a Holder of this Section 2.1, if Registrable Securities with a market value of not less than $500,000 may notify the Company shall receive a written request from Initiating Holders in writing that it demands that the Company file a registration statement under the Securities Act covering the registration of all of the Holder's Registrable Securities resulting in net offering proceeds Securities. Within ten days of at least $20,000,000receipt of such notice, then the Company will (x) promptly shall give written notice of the requested registration such request to all Holders and (y) prepare and file of Registrable Securities, should there be more than one. The Holders shall give the Company written election of their intention to have the Registrable Securities owned by them included in such a registration statement and otherwise use its best efforts within ten (10) days of receipt of the Company's notice. The Company shall, subject to cause such sharesthe limitations of subsection 2(b), effect as soon as practicable, and in any event within 120 days of the receipt of a Holder's request, a registration of all Registrable Securities of any Holder which the Holder, or Holders joining in have requested be made part of such registration pursuant to a written request delivered to the Company within thirty statement (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the request"Demand Registration"). (b) If a Holder whose shares are included in the Initiating Holders intend Demand Registration intends to distribute the Registrable Securities covered by their his/her/its request by means of an underwriting, then the Initiating Holders he/she /it shall so advise the Company as a part of their written his/her/its request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a2(a) or Section 2.3(a), as applicableabove. In such event, the right of any Holder to include his/her/its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities through such underwritingunderwriting shall (together with the Company as provided in Section 6) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be and reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or participating in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationa Demand Registration. (c) The Company shall not be required is obligated to effect a registration only one Demand Registration pursuant to Section 2 of this Section 2.1: (i) prior Agreement regardless of whether the Holder has elected to exercise all of its Stock Rights. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after event the Company has effected three registrations pursuant breaches its obligation of the preceding sentences, any Holder of a Registrable Security which was to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, but was not shall be entitled to a second Demand Registration for such excluded securities and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for keep such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised effective as required by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectiveAgreement.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000 (a “Demand Offering”)), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of . In no event shall any Registrable Securities to be included in excluded from such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationexcluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier expiration of September 30, 2015 or six months after the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement (or such longer period as may be determined by Section 2.10 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net then outstanding having an aggregate offering proceeds price of at least $20,000,00015,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier fourth (4th) anniversary of September 30, 2015 or six months after the Initial Offeringdate of this Agreement; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing ofLockup Period (as defined below), and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining other than pursuant to the Initial Offeringa Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date qualification or compliance. (d) A registration shall not be counted as “effected” for purposes of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and 2.2 until such time as the applicable registration statement has been declared effective by the SEC, or ordered effectiveunless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.5 (other than as a result of a material adverse change to the Company), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.2.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive receives a written request from Initiating the Holders that the Company file a registration statement under the Securities Act covering the registration of at least fifty percent (50%) of the Registrable Securities resulting in net then outstanding (the "Initiating Holders") that the Company register shares with an aggregate offering proceeds price of at least $20,000,0005,000,000, then the Company will shall, within fifteen (x15) promptly days after the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any non-Initiating Holders. A non-Initiating Holder or Holders joining in such registration pursuant to a written request delivered to must notify the Company within thirty (30) days after of receipt by of such Holder or Holders of initial written notice from if such non-Initiating Holder so desires to have its Registrable Securities registered. The Company will use best efforts to effect, as soon as practicable, the Company, registration of all Registrable Securities that the Holders (both Initiating Holders and non-Initiating Holders) request to be registered under the Securities Act within ninety (90) days of the requestregistered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made demand pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a2.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinunderwriting. The Company underwriter or underwriters for such offering shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the be a nationally recognized underwriter or underwriters selected for such underwriting by the Holders owning a majority of the Registrable Securities requested to be included in such offering and reasonably acceptable to the Company (which and such underwriter or underwriters shall be reasonably acceptable to enter into a majority in interest of reasonable and customary underwriting agreement with the Initiating Holders)Company. Notwithstanding any other provision of this Section 2.1 or Section 2.32.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoparticipating Holders, and the number of shares that may be included in the underwriting and registration shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on among the participating Holders in accordance with the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless and until all other securities of to be sold by the Company and any Persons that are not Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or (A) the fifth anniversary of the Closing Date (as defined in the Series C Securities Acquisition Agreement) and (B) six months after following the effective date of the registration statement pertaining to the Initial Public Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 2.1, and either (A) all such registrations have been declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) the request for such registration statements has until all shares so registered have been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; sold, whichever period is longer (provided, however, that for purposes of Section 2.1, a registration such two registrations shall not be counted as “effected” if, as a result include any registration pursuant to this Section 2.1 in which the number of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer Registrable Securities registered is reduced by more than fifty twenty percent (5020%) of the total number of Registrable Securities that the Holders have requested to be included in such registration statement are actually includedregistered); (iii) during the period starting with the date of filing of, of and ending on the date one hundred eighty ninety (18090) days following, following the effective date of the a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Initial OfferingHolders were given the opportunity to participate pursuant to Section 2.2 for not less than thirty percent (30%) of the amount of the offering; provided that the Company makes reasonable efforts to cause the each registration statement was declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the Initial Offering to become effectiveeffective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within thirty ten (3010) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors an officer of the Company stating either (the “Board”A) stating that, that in the good faith judgment of the BoardBoard of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timetime or (B) the Company intends to make its Initial Public Offering within sixty (60) days of the date such request was received from the Initiating Holders, in which event the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided that provided, that, such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further provided, further, that the Company shall not register disclose any securities for its own account or information that could be deemed material non-public information of the Company to any other stockholder of the Initiating Holders during such ninety (90) day delayed period;; and (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or. (viid) if A requested registration under this Section 2.1 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company hasfrom the Initiating Holder; provided, within the six month period preceding the date of however, that such request, already effected rescinded registration shall not count as a demand registration for the Holders initiated pursuant to this Section 2.1 and if the Company shall have been reimbursed (pro rata by the Initiating Holders or in such registration has other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided further, however, that such Initiating Holders shall not be required to reimburse the Company if such rescission shall have been declared caused by, or ordered effectivemade in response to, the material adverse effect of an event on the business, prospects, properties, condition (financial or otherwise) or operations of the Company.

Demand Registration. (a) Subject In addition to the conditions of this rights provided in Section 2.1, if the Company Majority Holders shall receive a written have the right to request from Initiating Holders in writing that the Company file register all or part of such Holders’ Registrable Securities that are not then registered by an effective Registration Statement (a registration statement “Request”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof) by filing a Registration Statement with the SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the registration Holders as selling shareholders (not underwriters) of all or such portion of the Registrable Securities resulting (a “Demand Registration”); provided, however, that (A) if the Company is not eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in net offering proceeds the aggregate, constitute 10% or more of the then-outstanding Registrable Securities that are not registered under an effective Registration Statement, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election; provided, that (i) there shall not be more than one such request during each of the Company’s fiscal quarterly periods and (ii) the Registrable Securities to be registered must include at least 1,000,000 Common Shares, or, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $20,000,0005,000,000, then calculated in accordance with Rule 457(c) under the Securities Act on the business day preceding such Request. (b) As promptly as practicable, but no later than 10 days after receipt of a Request, the Company will (x) promptly shall give written notice of the such requested registration to all Holders of Registrable Securities and Pari Passu Holders of Pari Passu Securities. Subject to Section 2.2(c), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (yii) prepare the Registrable Securities and file Pari Passu Securities intended to be disposed of by any other Holder or Pari Passu Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration statement and otherwise within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act within ninety (90) days of the request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then and the Initiating Holders shall so advise Pari Passu Securities which the Company as a part of their written request made pursuant has been so requested to this Section 2.1 or any request pursuant to Section 2.3register by all such Holders and Pari Passu Holders, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinnecessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Request or further requests if so requested. The Company shall (together with all Holders proposing use its best efforts to distribute their Registrable Securities through have such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting Demand Registration Statement declared effective by the Company (which underwriter or underwriters shall be reasonably acceptable SEC as soon as practicable thereafter and to a majority keep such Demand Registration Statement continuously effective for the period specified in interest of the Initiating HoldersSection 4.1(b). Notwithstanding any other provision The registration rights granted pursuant to the provisions of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting 2.2 shall be allocated in addition to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration rights granted pursuant to the other provisions of this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective2.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in with an anticipated aggregate offering price, net offering proceeds of at least Selling Expenses, of $20,000,00010,000,000, then the Company will (x) promptly shall, within 10 days of the receipt thereof, give written notice of the requested registration such request to all Holders Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, and in any event within one hundred and twenty (y120) prepare and days after the date such request is given by the Initiating Holders, file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the requestcovering all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fourth anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; providedeffective, however, provided that for purposes of Section 2.1, a registration shall not be counted deemed effected until it has been declared as “effected” if, as a result of an exercise of such by the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedSEC; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) 90 days, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously materially detrimental to the Company and its stockholders shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions restrictions of this Section 2.11.1, if at any time after the Company earlier of thirty-six (36) months after the date of this Agreement or one hundred eighty (180) days following the effective date of a Qualified IPO, Investors holding not less than twenty percent (20%) of the then outstanding Registrable Securities shall receive a have the right, by written notice to the Company, to request from Initiating Holders that the Company file a registration statement register the Registrable Securities under the Securities Act covering the registration Act. The Company shall, within ten (10) days of the Registrable Securities resulting in net offering proceeds receipt of at least $20,000,000such notice, then the Company will (x) promptly give written notice of the requested registration such request to all Holders and (yshall, subject to the limitations of Section 1.1(b) prepare and file a registration statement and otherwise below, use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such effect as soon as practicable the registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act of all Registrable Securities which the Holders request to be registered within ninety twenty (9020) days of the requestmailing of such notice by the Company. Any registration of Registrable Securities pursuant to a Registration Statement in accordance with this Section 1.1 is sometimes referred to herein as a “Demand Registration.” (ba) If the Holder(s) requesting the registration (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 1.1 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a1.1(a), as applicable. In such event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The managing underwriter or underwriters in such underwriting shall be selected by the Initiating Holders, subject to the approval of the Company shall (together with all such approval not to be unreasonably withheld) and prior written acceptance of such underwriter or underwriters by the Initiating Holders. All Holders proposing to distribute their Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for so selected; provided, however, that no such underwriting by the Company (which underwriter or underwriters Holder shall be reasonably acceptable required to a majority in interest make any representations or warranties except as they relate to such Holder’s ownership of Registrable Securities and authority to enter into the Initiating Holders)underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.1 or Section 2.31.1, if the underwriter advises the Company or the Initiating Holders in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities)underwritten, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), or in proportion (as nearly as practicable) to the amount of Registrable Securities being sold in the underwriting by each such Holder; provided, however, that no securities other proportions as mutually agreed to than Registrable Securities shall be covered by such selling Holdersregistration. (b) Holders of Registrable Securities shall be entitled to an aggregate of only two (2) Demand Registrations under this Agreement; provided, however, that the number of shares of Company shall be obligated to effect as many registrations as may be requested by the Holders in the event and so long as a registration pursuant to Form S-3 or any similar “short-form” registration statement is available, provided that (i) such request must cover Registrable Securities to be included in such underwriting and registration shall not be reduced unless all which, together with other securities of the Company entitled to inclusion in such registration, are first entirely excluded from proposed to be sold at an aggregate price to the underwriting public of not less than two million dollars ($2,000,000), and registration. Any Registrable Securities excluded (ii) the Company shall not be obligated to effect any such registration until the next calendar year if the Company has effected two (2) registrations on Form S-3 (or withdrawn from such underwriting shall be withdrawn from the registrationits then equivalent) pursuant to this Section 1.1(b) in a calendar year. (c) A registration will not count as a Demand Registration until the related Registration Statement has been declared effective by the Commission. The Registration Statement relating to the Demand Registration shall remain effective for up to six (6) months. In any registration initiated as a Demand Registration, the Company will pay all Registration Expenses (as defined in Section 1.6 hereof) in connection therewith, whether or not it becomes effective; provided that if the Holders of a majority of the Registrable Securities covered by a Registration Statement which has been filed (or which the Company notifies such Holders it is prepared to file within five days) but not yet become effective shall cause or request the Company to withdraw (or cease the preparation of) any such Registration Statement, the Holders of a majority of the Registrable Securities covered by such Registration Statement may thereafter request the Company to reinstate (or recommence preparation of) such Registration Statement, if permitted under the Securities Act, or to file another Demand Registration, in accordance with the procedures set forth herein, only upon agreeing in writing to reimburse the Company for all Registration Expenses over and above those Registration Expenses which the Company would not have incurred had such initial Demand Registration not been withdrawn. (d) The Company shall not be required to undergo or pay for any special audit to effect any Registration Statement under this Section 1.1, and if such a special audit would be required in order to file or effect a registration pursuant hereunder, the Company shall be entitled to this Section 2.1:delay the filing or effectiveness of such Registration Statement until a reasonable period of time following the completion of an audit in the ordinary course of the Company’s activities. (ie) prior The Company shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) calendar days after receipt of the request from the Initiating Holders, filing of any Registration Statement otherwise required to be prepared and filed by it if the Company, at the time it receives a request for registration, reasonably and in good faith believes that it would be materially disadvantageous to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by filing to be made at the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registrationtime requested; provided, however, that for purposes of Section 2.1, a registration the Company will not utilize this right more than once in any twelve (12) month period. (f) The Company shall not be counted as “effected” if, as obligated to file a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent Registration Statement during (50%i) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, after the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within initial Registration Statement, or (ii) the ninety (90) days; (v) if 90)-day period following the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman effectiveness of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised any other Registration Statement filed by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for connection with an underwritten offering of its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectivesecurities.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of at least 20% of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of underwriting discounts and commissions, is at least $20,000,0005,000,000), then the Company will (x) promptly shall, within 30 days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered subject to the Company within thirty (30) days after receipt by such Holder or Holders limitations of initial written notice from this Section 2.2, effect, as expeditiously as reasonably possible, the Company, to be registered registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration; provided further, that if such reduction shall reduce the amount of Registrable Securities held by such Holders to be included in such underwriting and registration below 50% of the total amount of Registrable Securities requested to be included in such registration by the Initiating Holders, then such registration shall not be counted as a registration effected pursuant to Section 2.2 or Section 2.4. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 and either (A) all 2.2, such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders effective, there are no stop orders in effect and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions Company has otherwise complied with its obligations set forth in Section 2.1(b)2.6 hereof with respect to such registrations, fewer than fifty percent (50%) each at the time of the total number of Registrable Securities that Holders have requested any subsequent request to be included in such effect any additional registration statement are actually includedpursuant to this Section 2.2; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days90 days of the time of the Company’s receipt of such written request in which the Initiating Holders have been or will be permitted to include all the Registrable Securities so requested to be registered, subject to Section 2.2(b); (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board), it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request under this Section 2.2(c)(v) (together with any similar right in the case of a registration under Section 2.4) shall be exercised by the Company not more than once twice in any 12 12-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from any of the GA Holder, the Benchmark Holder or the Housatonic Holder as a group, acting through its designee (such requesting Holder, the “Initiating Holders Holder”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in (a “Demand Registration”) with an anticipated aggregate offering price, net offering proceeds of underwriting discounts and commissions, of at least $20,000,00010,000,000 (a “Qualified Public Offering”), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then the Initiating Holders it shall so advise the Company as a part of their written its request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.2 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a2.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Initiating Holder (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company that marketing factors require a limitation the aggregate amount of the number of securities such Registrable Securities requested to be underwritten (including Registrable Securities)included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall so advise all Holders include in such registration only the aggregate amount of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that underwriter believes may be included in sold without any such material adverse effect and shall reduce the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares amount of Registrable Securities to be included in such underwriting registration, first as to the Company, second as to the Holders (including the Initiating Holder) who requested to participate in such registration (as a group, if applicable), pro rata within each group based on the number of Registrable Securities owned by each such Holder. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and registration shall not be reduced unless all other securities stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the Company are first entirely excluded from foregoing Persons or the underwriting and registration. Any Registrable Securities excluded or withdrawn from Affiliates of such underwriting Holder shall be withdrawn from deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the registrationaggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2 for any Holder: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.10 following the Initial Offering; (ii) for each of the GA Holder, the Benchmark Holder and the Housatonic Holder, after the Company has effected three two (2) registrations for such Initiating Holder pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or and remain continuously effective for the lesser of (Bi) the request for period during which all Registrable Securities registered in such registration statements are sold and (ii) 120 days; provided, that (x) after such registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder has not been subsequently withdrawn interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holder and such interference is not thereafter eliminated and (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration are satisfied or waived, unless any failure of such conditions to be satisfied or waived is by reason of a failure by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included;Holder. (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company stating that (the “Board”i) stating that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timetime or (ii) the Company intends to file a registration statement for a public offering within ninety (90) days other than pursuant to a Special Registration Statement, in which event then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersHolder; provided that such the Company’s right to delay either a request Demand Registration under this Section 2.2(c)(iv), a S-3 Registration under Section 2.4(c)(iv) or to institute a Suspension Period under Section 2.6(a) shall be exercised by the Company not more than once in any 12 twelve (12) month period; period and provided further that in the Company aggregate shall not register any securities be in effect for its own account or that of any other stockholder during such more than ninety (90) days in any three hundred and sixty five (365) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (viiv) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.11.2, at any time and from time to time following the date that is one hundred eighty (180) days after the consummation of the Initial Offering, if the Company shall receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering such that the registration anticipated aggregate offering price, net of the Registrable Securities resulting in net offering proceeds of at least $20,000,000underwriting discounts and commissions, would constitute a Qualified IPO (each, a “Demand Registration”), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 1.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 1.2 or any request pursuant to Section 2.3, 1.4 and the Company shall include such information in the written notice referred to in Section 2.1(a1.2(a) or Section 2.3(a1.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 1.2 or Section 2.31.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.11.2: (i) prior to the earlier expiration of September 30, 2015 or six months after the restrictions on transfer set forth in Section 1.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 1.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a1.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 1.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if at any time following the Company shall receive date that is 180 days after the Company’s Qualified Initial Public Offering, the Holders of a written majority of the Registrable Securities (the “Initiating Holders”) may request from Initiating Holders in writing (the “Demand Request”) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities resulting in net offering proceeds then outstanding and having an aggregate price to the public of at least not less than $20,000,000. The Demand Notice shall set forth the number of Registrable Securities owned by the Initiating Holders to be included in the registration statement. In such event, then the Company will shall: (xi) promptly within 30 days of the receipt of the Demand Request, give written notice of the requested registration such request to all Holders and (ythe “Demand Notice”); (ii) prepare and file subject to the limitations set forth in this Section 2.2, file, as soon as reasonably practicable, a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act covering the Registrable Securities specified by the Initiating Holders in the Demand Request and such other Registrable Securities with respect to which the Company has received written requests for inclusion within ninety such registration statement within 15 days after the Company has given the Demand Notice; and (90iii) days of use its commercially reasonable efforts to cause the requestregistration statement to be declared effective. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request Demand Request by means of an underwritingunderwritten offering, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3in the Demand Request, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicableDemand Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities through securities by means of such underwriting) underwritten offering shall enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be and reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Company shall not be reduced unless first exclude all other securities of the Company are first entirely excluded and of stockholders other than the Holders from the underwriting and registrationregistration before it reduces the number of Registrable Securities requested by the Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 and either (A) all 2.2, and, subject to Section 2.5, such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iiiii) during the period starting with the date that is 30 days prior to the filing of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the of, a registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts a public offering, other than pursuant to cause the registration statement for the Initial Offering a Special Registration Statement relating to become effectivean employee benefit plan; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (viii) if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors Chief Executive Officer of the Company (the “Board”) stating that, that in the good faith judgment of the BoardCompany, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after following receipt of the request Demand Request; (iv) if the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Initiating HoldersCompany that it intends to engage in a registered public offering pursuant to Section 2.3 within 90 days following receipt of the Demand Request; provided that such right to delay a request shall be exercised by the Company not more than once is actively employing in any 12 month period; good faith all reasonable efforts to file and provided further that the Company shall not register any securities for its own account or that of any other stockholder during cause such ninety (90) day period;registration statement to become effective, or (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from the Holders of a majority of the Series D Preferred Stock (including holders of a majority of Common Stock issued upon conversion of the Series D Preferred Stock) Then Outstanding (the "Initiating Holders Holders") that the Company file a registration statement under the Securities Act covering the registration of all or a portion of the Registrable Securities resulting in net offering proceeds of at least $20,000,000any time after six months following the date hereof, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.1, use its best efforts to be registered effect, as soon as practicable, the registration under the Securities Act within ninety (90) days of all Registrable Securities that the requestHolders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section of 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata PRO RATA basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); PROVIDED, or in such other proportions as mutually agreed to by such selling Holders; provided, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company Holders shall not be required to effect a registration pursuant to have no more than two demand registrations under this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of at least 25% of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities resulting in net offering proceeds of at least $20,000,000then outstanding, then the Company will (x) promptly shall, within 10 business days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered subject to the Company within thirty (30) days after receipt by such Holder or Holders limitations of initial written notice from this Section 2.2, effect, as expeditiously as reasonably possible, the Company, to be registered registration under the Securities Act within ninety (90) days of all Registrable Securities that all Holders request to be registered in the requestmanner specified by the Initiating Holders. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request (the “Covered Registrable Securities”) by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Covered Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Covered Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Covered Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Covered Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Covered Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Covered Registrable Securities on a pro rata basis based on the number of Covered Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Covered Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the earlier of September 30, 2015 or six months after Company is already subject to service in such jurisdiction and except as may be required by the Initial OfferingSecurities Act; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during During the period starting with the date 60 days prior to the Company’s good faith estimated date of filing of, and ending on the date one hundred eighty (180) 180 days following, immediately following the effective date of the any registration statement pertaining to securities of the Initial OfferingCompany (other than a registration of securities pursuant to a Special Registration Statement); provided that the Company makes reasonable is actively employing its best efforts to cause the such registration statement for the Initial Offering to become effective; (iviii) After the Company has effected two such registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective and pursuant to which at least 51% of the Covered Registrable Securities have been sold or remain sellable; provided, however, that if within thirty (30) days any such registration statement is terminated or withdrawn at the request of receipt the Holders holding a majority of the outstanding Registrable Securities pursuant to a written request from Initiating Holders registration initiated under Section 2.2(a), prior to such registration statement being declared or ordered effective, then the Company shall have been deemed to have effected a registration pursuant to Section 2.1(a2.2(a); provided further, the Company gives notice to however, that if the Holders holding a majority of the outstanding Registrable Securities elect to withdraw a registration statement pursuant to Section 2.2(a) as a result of the material adverse change in the business, assets, prospects, or operations of the Company’s intention to file , such registration shall not be counted as a registration statement demand for its Initial Offering within ninety (90) days;purposes of Section 2.2(a); or (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1Initiating Holders, a certificate signed on behalf of the Board by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety 90 days (90the “Delay Period”) days after receipt of the request of the Initiating Holders; provided that that, such right to delay a request shall be exercised by the Company not no more than once twice as to a registration demand under this Section 2.2 in any 12 month rolling one-year period; and provided further further, that the Company shall may delay any such additional requests pursuant to Section 2.2 received during the Delay Period until the termination of the Delay Period. (d) Except for registration statements on Form S-4 or registrations relating solely to employee benefit plans on Forms S-1 or S-8 or any successors thereto, the Company will not register file with the Commission any securities other registration statement with respect to its Common Stock, whether for its own account or that of any other stockholder during such ninety (90) day period; (vi) if stockholders, from the date of receipt of a notice from the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 requesting sale pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders an underwritten offering pursuant to this Section 2.1 and 2.2 until the earlier to occur of (i) 90 days following the effectiveness of such registration has been declared statement or ordered effective(ii) the completion of the Period of Distribution of the registration contemplated thereby.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of at least thirty-five percent (35%) of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in with an anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, that would exceed $20,000,00015,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first, to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); second, or in such to the Company; and third, to any other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities stockholder of the Company are first entirely excluded from the underwriting and registration(other than a Holder) with contractual registration rights, on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fifth anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period during which the transfer of securities may be restricted pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) during the period starting sixty (60) days prior to the Company’s good faith estimate of the date of filing of a registration statement pertaining to a public offering (other than pursuant to a Special Registration Statement) and ending on the date one hundred twenty (120) days following the effective date of such registration; (vi) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vivii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (viiviii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request (a “Receipt of Registration Request”) from the Holders of at a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000then outstanding, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial Receipt of Registration Request, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, use best efforts to be registered under the Securities Act effect, within ninety (90) days of Receipt of Registration Request, the requestregistration under the Securities Act of all Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of at least a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30(A) December 31, 2015 2022 or (B) six (6) months after the Initial Offeringeffective date of the first registration statement filed by the Company under the Securities Act; (ii) if the anticipated net offering proceeds resulting from the sale of Registrable Securities for such registration are less than $50,000,000; (iii) after the Company has effected three (3) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iiiiv) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (ivv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (vvi) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vivii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (viiviii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable Securities resulting in then outstanding and for which the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, use reasonable best efforts to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable Company, subject to a majority in interest the approval of the Holders of at least fifty-five percent (55%) of the Registrable Securities held by all Initiating Holders), which approval shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of after receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.13.4, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering then outstanding having reasonably anticipated gross proceeds of at least $20,000,00035,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 3.4, file and use reasonable best efforts to be registered effect, as expeditiously as possible, the registration under the Securities Act within ninety (90) days and applicable state securities Laws of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3.4 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a3.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.33.4, if the managing underwriter or underwriters advises the Company and the Holders in writing that in the good faith judgment of such managing underwriter or underwriters the marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.13.4: (i) prior during any period in which the Company is eligible to use Form S-3 (in which case the Holders shall have the rights to registration and Shelf Take-Downs set forth in, and subject to the earlier of September 30limitations of, 2015 or six months after the Initial OfferingSection 3.2); (ii) subject to Section 3.4(d), after the Company has effected three two (2) registrations pursuant to this Section 2.1 3.4, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering subject to Section 3.3, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of after receipt of after a written request from Initiating Holders pursuant to Section 2.1(a3.4(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering subject to Section 3.3, other than pursuant to a Special Registration Statement, within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 3.4 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request (together with any similar right set forth in Section 3.2 or Section 3.7(a)) shall be exercised by the Company not more than once three (3) times in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period;or (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within qualification or compliance, in each case, where the six month period preceding the date of Company would not otherwise be required to so qualify or execute a general consent, as applicable, but for such request, already effected a demand registration for the Holders pursuant to this Section 2.1 3.4. (d) Notwithstanding any other provision of this Agreement, a registration pursuant to Section 3.2 or requested pursuant to this Section 3.4 shall not be deemed to have been effected (i) if the registration statement is withdrawn without becoming effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority for any reason other than a misrepresentation or an omission by an Initiating Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; provided, that if such registration is a Shelf Registration Statement pursuant to Section 3.2, such registration shall be deemed to have been effected if such Shelf Registration Statement remains effective for the period specified in Section 3.7(a), (iii) if not a Shelf Registration Statement and the registration does not contemplate an underwritten offering, if the applicable registration statement does not remain effective for at least 180 days (or such shorter period as will terminate when all securities covered by such registration statement have been sold or withdrawn); or if not a Shelf Registration Statement and such registration has been declared statement contemplates an underwritten offering, if it does not remain effective for at least 180 days plus such longer period as, in the opinion of counsel for the underwriter or ordered effectiveunderwriters, a prospectus is required by Law to be delivered in connection with the sale of Registrable Securities by an underwriter or dealer or (iv) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by the Initiating Holders.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from a Holder or Holders of at least 50% of the Registrable Securities then outstanding (the "Initiating Holders Holders") that the Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable Securities resulting in net offering proceeds of at least $20,000,000owned by such Initiating Holders, then the Company will (x) promptly shall, within 30 days of receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and and, subject to the limitations of this Section 2.2, use its commercially reasonable efforts to file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of with the requestCommission covering all Registrable Securities that the Initiating Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.2 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a2.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated first to the Holders who are holders of such Registrable Securities Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and Series A Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holdersof Series B Convertible Preferred Stock and Series A Convertible Preferred Stock; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i1) prior to the earlier of September 30, 2015 or (A) six months after the Initial following a Qualified Offering, and (B) December 31, 2004; (ii2) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2(a), and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii3) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 90 days following, following the effective date of, any registration statement (other than a Special Registration Statement) of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effectiveCompany; (iv4) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s 's intention to file make a registration statement for its Initial Qualified Offering within ninety (90) 90 days; (v5) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1Initiating Holders, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 120 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period;or (vi6) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to At any time after the conditions Closing, members of this Section 2.1, if the Company shall receive a written request from an Initiating Holders Group may demand that the Company file a effect registration statement under the Securities Act covering the registration of all or a portion of the Registrable Securities resulting in net offering proceeds of at least $20,000,000, then the Company will (x) promptly give written Securities. The Initiating Group shall provide notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty of such demand in writing, which notice shall set forth (30i) the aggregate number of Registrable Securities to be included, (ii) the names of the Selling Holders and the number of Securities to be sold by each such Selling Holder, and (iii) the proposed manner of sale. Upon receipt of such request, the Company shall use commercially reasonable efforts to file a Registration Statement on Form S-3 (or such other form as the Company may at such time be eligible to use) with the Commission not later than 30 days after receipt by such Holder or Holders of initial written notice from the Companydate of such request and, thereafter, to effect promptly such registration. There is no limit to the number of demand registrations that may be registered under the Securities Act within ninety (90) days of the requestrequested pursuant to this Section 1.2(a). (b) If the members of the Initiating Holders Group intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.31.2(a). The underwriter will be selected by the Company and must be approved by the Initiating Group, and the Company such approval shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicablenot be unreasonably withheld. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Group and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriting. Notwithstanding any other provision of this Section 2.1 or Section 2.31.2, if the underwriter advises the Company Initiating Group in writing that marketing market factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Company Initiating Group shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including members of the Initiating Group, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number amount of Registrable Securities held of the Company owned by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holderseach Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to Notwithstanding the earlier of September 30foregoing, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 1.2 a certificate signed by the Chairman of the Board of Directors President or Chief Executive Officer of the Company (stating that the “Board”) stating that, board of directors of the Company has determined in the good faith judgment of the Board, that it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at filed and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 60 days after its receipt of the request of the Initiating HoldersGroup; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12 12-month period; period nor more than twice during the term of this Agreement. (d) In addition and provided further that without limitation of Section 1.14 hereof, the Company shall not register be obligated to effect, or to take any securities for its own account or that of action to effect, any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 1.2 during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration has been declared or ordered Registration Statement to become effective.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive receives a written request from the holders of at least 50% of the shares of Common Stock originally issued to Ford (the "Initiating Holders Ford Holders") that the Company file a registration statement statement, on Form S-1, under the Securities Act covering the registration of the such number shares of Registrable Securities resulting in net anticipated to have an aggregate offering proceeds price of at least not less than $20,000,0005,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, the Company shall give written notice from of such request all holders of the Companyshares of Common Stock originally issued to Ford (the "Ford Holders"), and subject to be registered the limitations of this Section 2.2, the Company shall use its best efforts to effect, the registration under the Securities Act of all Registrable Securities that the Ford Holders request to be registered as soon as practicable. (b) If the Initiating Ford Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.2 and with respect to requests made by the Initiating Ford Holders the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Ford Holder to include its Registrable Securities in such registration shall be conditioned upon such Ford Holder's participation in such underwriting and the inclusion of such Ford Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Ford Holders and such Ford Holder) to the extent provided herein. All Ford Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority of the Initiating Ford Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company that marketing forces require a limitation of the number of securities to be underwritten, then the Company shall advise all Ford Holders of Registrable Securities which would otherwise be underwritten pursuant hereto that the number of shares that may be included in the underwriting shall be allocated to the Ford Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested by each such Ford Holder, and the Ford Holders to be included in the registration (including the Initiating Ford Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Subject to the conditions of this Section 2.2, if the Company receives a written request from the Prior Holders of 40% of the Shares (or any Common Stock issued upon conversion thereof) (the "Initiating Holders") that the Company file a registration statement, on Form S-1, under the Securities Act covering the registration of at least 25% of the aggregate Registrable Securities held by the Prior Holders or such number of shares of Registrable Securities anticipated to have an aggregate offering price of not less than $10,000,000, then within ninety thirty (9030) days of the requestreceipt thereof, the Company shall give written notice of such request to all Prior Holders, and subject to the limitations of this Section 2.2, the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Prior Holders request to be registered as soon as practicable. (bd) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant 2.2 and with respect to Section 2.3, and requests made by the Initiating Holders the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(aSections 2.2(c), as applicable. In such event, the right of any Prior Holder to include its Registrable Securities in such registration shall be conditioned upon such Prior Holder’s 's participation in such underwriting and the inclusion of such Prior Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Prior Holder) to the extent provided herein. The Company shall (together with all All Prior Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company that marketing factors forces require a limitation of the number of securities to be underwritten (including Registrable Securities)underwritten, then the Company shall so advise all Prior Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and hereto that the number of shares that may be included in the underwriting shall be allocated to the Prior Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held requested by all each such Prior Holder, and the Prior Holders to be included in the registration (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (ce) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior with respect to the earlier of September 30, 2015 or six months after the Initial Offering; (iiSection 2.2(a) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2(a) and either (A) all other than in accordance with the exceptions set forth in Section 2.6 such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders Ford Holders, and with respect to Section 2.2(c) after the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Company has effected two (2) registrations pursuant to Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b2.2(c), fewer than fifty percent (50%) of and such registrations have been declared or ordered effective or withdrawn by the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedPrior Holders; (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following, following the effective date of the of, any registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effectiveon Form S-1; (iviii) if within thirty (30) days of receipt of a written request from the Initiating Ford Holders pursuant to Section 2.2(a) or the Initiating Holders pursuant to Section 2.1(a2.2(c), as the case may be, the Company gives notice to the Ford Holders or the Prior Holders of the Company’s 's intention to file a registration statement for make its Initial Offering within ninety (90) days; (viv) if (A) at the time the Company receives a request for registration in accordance with Sections 2.2(a) or (c) the Company shall then be engaged in any material transaction (such as, by way of example only, negotiating a merger, acquisition, joint-venture or introduction of a major new product) the disclosure of which in a Registration Statement, in the reasonable judgment of a majority of the Board of Directors, exercised in good faith, would be adverse to the Company's best interests, or (B) if the Company shall furnish to the Ford Holders requesting a registration statement pursuant to this Section 2.12.2(a) or the Prior Holders requesting a registration pursuant to Section 2.2(c), as the case may be, a certificate signed by the Chairman a majority of the Board of Directors of the Company (the “Board”) stating that, that in the Board of Director's reasonable judgment, exercised in good faith judgment faith, the Company's earnings or the occurrence of the Boardsome other material event are not at such time appropriate for disclosure, or, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, then, in which event either of such events, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Ford Holders or the Initiating Holders; provided that such right rights to delay a request shall be exercised by the Company in the aggregate not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (viiv) if prior to the Company has, within the six month period preceding earlier to occur of (a) one year from the date hereof or (b) six months after the Closing of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectiveInitial Offering.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive receives a written request from the Holders of at least 30% of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities resulting in held by the Initiating Holders (provided that the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00020,000,000 if the request is made prior to the Initial Offering, or $5,000,000 if the request is made after the Initial Offering), then the Company will (x) promptly shall, within 30 days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered subject to the Company limitations of this Section 2.2, effect, as expeditiously as reasonably possible within thirty (30) 90 days after receipt by following such Holder or Holders of initial written notice from request, the Company, to be registered registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fifth anniversary of the date of this Agreement or (B) six months after following the effective date of a registration statement under the Securities Act for the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement within 90 days for its Initial Offering within ninety (90) daysan anticipated Qualified IPO; (v) if the Company shall furnish furnishes to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Company’s Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, Board it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 100 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company Corporation shall receive a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the "Initiating Holders Holders") that the Company Corporation file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net having an aggregate offering proceeds price to the public of at least not less than $20,000,0005,000,000, then the Company will (x) promptly Corporation shall, within ten days of the receipt thereof, give written notice of the requested registration such request to all Holders Holders, and (y) prepare and file a registration statement and otherwise subject to the limitations of this Section 2.2, use its best efforts to cause such shareseffect, as soon as practicable, and all Registrable Securities in any event within 90 days of any Holder or Holders joining in the receipt of such request, the registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act of all Registrable Securities that the Holders request to be registered within ninety (90) 20 days of the requestmailing of such notice by the Corporation in accordance with Section 6.7. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company Corporation as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.2 and the Company Corporation shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a2.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCorporation). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company Corporation that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company Corporation shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders)) PROVIDED, or in such other proportions as mutually agreed to by such selling Holders; provided, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such the underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationoffering. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company Corporation shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier to occur of September 30, 2015 or six months (A) 180 days after the Initial Offering;Offering and (B) the second anniversary of the date of this Agreement; or (ii) after the Company Corporation has effected three two registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registrationeffective; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included;or (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective;or (iv) if within thirty (30) ten days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company Corporation gives notice to the Holders of the Company’s Corporation's intention to file a registration statement for make its Initial Offering within ninety (90) 90 days;; or (v) if the Company Corporation shall furnish to the Holders requesting a registration statement pursuant to this Section 2.12.2, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Corporation, it would be seriously detrimental to the Company Corporation and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company Corporation shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company Corporation not more than once in any 12 twelve month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.13.1, if the Company shall receive a written request from Initiating (i) BLUM Holders holding not less than 25% of the Registrable Securities then outstanding held by the BLUM Holders, (ii) FS Holders holding not less than 25% of the Registrable Securities then outstanding held by the FS Holders or (iii) Note Investor Holders holding not less than 25% of the Registrable Securities then outstanding held by the Note Investor Holders, that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000Securities, then the Company will shall, within five (x5) promptly days of the receipt thereof, give written notice of the requested registration such request to all Holders Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and (y) prepare and file a registration statement and otherwise intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 3.1, must use its best efforts to cause such shareseffect, and all Registrable Securities of any Holder or Holders joining in such as soon as practicable, the registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of all Registrable Securities that the Holders request to be registered in accordance with this Section 3.1 together with any other securities of the requestCompany entitled to inclusion in such registration. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3.1 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a3.1(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.33.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities)) because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to among participating Holders, (i) first among the Holders of such Registrable Securities Initiating Holders, and, if any Initiating Holder is BLUM, CalPERS as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all such Initiating Holders and, if applicable, CalPERS, and (including ii) second to the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of extent all Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless by the Initiating Holders have been included, among the Holders requesting inclusion of Registrable Securities in such underwritten offering (other than the Initiating Holders and, if applicable, CalPERS), as nearly as possible on a pro rata basis based on the total number of Registrable Securities held by all other securities of the Company are first entirely excluded from the underwriting and registrationsuch Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the foregoing, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (c) The Company shall not be required to effect a registration pursuant to this Section 2.13.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Public Offering; provided that ; (ii) in the case of (x) a registration requested by BLUM Holders pursuant to Section 3.1(a)(i), after the Company makes reasonable efforts has effected six (6) registrations requested by BLUM Holders pursuant to cause such Section, (y) a registration requested by FS Holders pursuant to Section 3.1(a)(ii), after the Company has effected three (3) registrations requested by FS Holders pursuant to such Section, and (z) a registration statement for requested by Note Investor Holders pursuant to Section 3.1(a)(iii), after the Initial Offering Company has effected one (1) registration requested by Note Investor Holders pursuant to become effectivesuch Section; (iii) if the anticipated aggregate gross proceeds to be received by such Holders are less than $2,000,000; (iv) if within thirty five (305) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a3.1(a), the Company in good faith gives notice to the Initiating Holders of the Company’s 's intention to file make a registration statement for its Initial Offering public offering within ninety (90) days;days in which case Section 3.2 shall govern; PROVIDED that if the Company does not file a registration statement under the Securities Act relating to such public offering within such ninety (90) day period (such 90 day period being referred to herein as the "Relevant Period") the Company shall be prohibited from delivering additional notices pursuant to this Section 3.1(c)(iv) until the 181st day following the last day of the Relevant Period; or (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.13.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further PROVIDED that the Company shall not register any securities for its own account or that defer filings pursuant to this clause (v) more than an aggregate of any other stockholder during such ninety (90) day days in any twelve (12) month period;. (vid) if The Company shall select the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made registration statement form for any registration pursuant to Section 2.3 below; or (vii) if 3.1, but shall cooperate with the Company has, within requests of the six month period preceding Initiating Shareholders or managing underwriters selected by them as to the date inclusion therein of information not specifically required by such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectiveform.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of more than 40% of the Registrable Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net with an anticipated aggregate offering proceeds price before underwriting discounts and commissions, of at least not less than $20,000,00010,000,000, then the Company will (x) shall promptly give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and subject to the limitations of this Section 2.2, shall effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered, together with all Registrable Securities of any other Holder or Holders joining in such registration pursuant to request as are specified in a written request delivered to the Company given within thirty (30) 15 days after receipt by of such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the request. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their a request made pursuant to this Section 2.2, or any request pursuant to Section 2.4, by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written such request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant heretounderwritten, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (including securities to be issued by the Company) are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject The Company hereby agrees to use its best efforts to register all or any portion of the conditions Registrable Shares on one (1) occasion upon receipt of this Section 2.1, if the Company shall receive a written request from Initiating Holders a holder (the “Holder” or “Holders”) of record of the Registrable Shares that the Company file a registration statement under the Securities 1933 Act covering the registration of the Registrable Securities resulting in net offering proceeds Shares then outstanding. The Company shall, within twenty (20) days of at least $20,000,000its receipt thereof, then the Company will (x) promptly give written notice of the requested registration such request to all holders of record of Registrable Shares. The Holders and of said Registrable Shares shall then have fifteen (y15) prepare and file a registration statement and otherwise use its best efforts to cause days from the date of mailing of such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to notice by the Company within thirty (30) days after receipt by such Holder to request that all or Holders a portion of initial written notice from the Company, to their respective Registrable Shares be registered under the Securities Act within ninety (90) days of the requestincluded in said registration. (b) If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 2.1(a1(a) or Section 2.3(a), as applicableabove. In such event, the right of any Holder to include its Registrable Securities Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwritingunderwriting shall (together with the Company as provided in Section 3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of and the Initiating Holders)Holder, which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.1 or Section 2.31, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Company Initiating Holder shall so advise all Holders of Registrable Securities that Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by among all such Holders (including the Initiating Holders), or that have requested to participate in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for Each such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses shall remain effective for a period of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days followingdays, unless the Initiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the effective date of Company advises the Holders that the registration statement pertaining is required to be amended under applicable federal securities laws, the Initial Offering; provided Holders shall suspend any further sales of their Registrable Shares, until the Company advises them that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within statements has been amended, but not more than thirty (30) days. The one hundred eighty (180)-day time period referred to in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of receipt of a written request from Initiating Holders business days during which the right to sell the Registrable Shares was suspended pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days;preceding sentence. (ve) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of exclude an underwriter not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right reasonably acceptable to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectiveit.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Initiating Holders the Investors holding at least a majority of the Registrable Securities held by Investors that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net and the aggregate offering proceeds price to the public of at least any such offering would exceed $20,000,00010,000,000 (a “Qualified Public Offering”), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Investors, and subject to the Companylimitations of this Section 2.1, use its reasonable commercial efforts to be registered effect, as soon as practicable, the registration under the Securities Act within ninety (90) days of all Registrable Securities that the requestInvestors request to be registered. The Investors requesting registration pursuant to this Section 2.1 shall be referred to as the “Initiating Holders.” (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder Investor to include its Registrable Securities in such registration shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Investor) to the extent provided herein. The Company shall (together with all Holders All Investors proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.32.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Investors whose Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities Investors on a pro rata basis based on the number of Registrable Securities held by all such Holders Investors (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 two (2) such registrations, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following, following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iviii) if if, within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders Investors of the Company’s intention to file make a registration statement for its Initial Qualified Public Offering within ninety (90) days; (viv) if the Company shall furnish to the Holders Investors requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of a majority of the BoardDirectors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety sixty (9060) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (viiv) if Until the Company hashas completed its Initial Offering or August 24, within the six month period preceding the date of such request2009, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectivewhichever is sooner.

Demand Registration. (a) Subject If the Registration Statement described in Section 2 above is not effective by the Due Date, Initiating Holders may notify the Company in writing and, subject to the conditions terms of this Section 2.15(d) below, if the Company shall receive a written request from Initiating Holders demand that the Company file a registration statement under the Securities Act (a "Demand Registration Statement") covering the registration resale of the Registrable Securities resulting in net offering proceeds then outstanding. Upon receipt of at least $20,000,000such notice, then the Company will shall, within ten (x10) promptly days thereafter, give written notice of the requested registration such request to all Holders and (yshall, subject to the limitations of subsections 3(b) prepare and file a registration statement and otherwise use its best efforts to cause such shares5(b), as soon as practicable, and in any event within sixty (60) days after the receipt of such request, effect registration under the Act of all Registrable Securities of any Holder or which the Holders joining in such registration pursuant to a written request delivered request, by notice given to the Company within thirty ten (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (9010) days of receipt of the requestCompany's notice. The election of initiating Holders to demand the Company to file a Demand Registration Statement shall not impact the amount payable to investors pursuant to Section 2(c) herein. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(asubsection 3(a), as applicable. In such event, the right of any other Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwritingunderwriting shall (together with the Company as provided in subsection 6(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders), and reasonably acceptable to the Company. Notwithstanding The Holder will not be required to make any representation other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation than as to its ownership of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number its intended method of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationdistribution. (c) The Company shall not be required is obligated to effect a only one (1) demand registration pursuant to Section 3 of this Section 2.1: (i) prior Agreement. The Company agrees to include all Registrable Securities held by all Holders in such registration statement without cutback or reduction. In the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after event the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise breaches its obligation of the underwriter’s cutback provisions in Section 2.1(b)preceding sentences, fewer than fifty percent (50%) any Holders of the total number of Registrable Securities that Holders have requested to be which were not included in such registration statement are actually included; (iii) during the period starting with the date of filing of, shall be entitled to a second demand registration for such excluded securities and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for keep such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised effective as required by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period;Section 6. (vid) if The Company represents that it is presently eligible to effect the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered registration contemplated hereby on Form S-3 pursuant S-1 and will use its best efforts to a request made pursuant continue to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of take such request, already effected a demand registration for the Holders pursuant actions as are necessary to this Section 2.1 and maintain such registration has been declared or ordered effectiveeligibility.

Demand Registration. (a) Subject to a. If at any time after the conditions of this Section 2.1, if Expiration Date the Company shall receive a written request from Initiating Holders Holder Request that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000Act, then the Company will shall, within ten (x10) promptly days of the receipt thereof, give written notice of the requested registration such request to all Holders and and, subject to the limitations of Section 3(b) below, shall file (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesas expeditiously as practicable, and all Registrable Securities of in any Holder or Holders joining in such registration pursuant to a written request delivered to the Company event within thirty (30) days after of the receipt by of such Holder or Holders of initial written notice from the Companyrequest) and use its commercially reasonable best efforts to have declared effective, to be registered a registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within ninety eighteen (9018) days of the requestmailing of such notice by the Company in accordance with Section 9(e) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the b. The right of any Holder to include its such Holder’s Registrable Securities in such a registration effected pursuant to a Holder Request shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the underwriting and such Holder) to the extent provided herein. The Company A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall (together with all select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities securities through such underwritingunderwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Initiating Holders)underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.1 or Section 2.33, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holdersof Registrable Securities participating in a registration referred to in Section 3(a), or in no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other proportions as mutually agreed to by such selling Holders; provided, however, that securities would result in a reduction of the number of shares of Registrable Securities to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationoffering. (c) c. The Company shall not be required obligated to effect a only one (1) registration (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Holder Request) pursuant to Holder Requests under this Section 2.1: 3 (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have an offering which is not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration consummated shall not be counted as “effected” iffor this purpose). d. Notwithstanding the foregoing, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.13, a certificate signed by the Chairman chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the BoardCompany, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided Holder Request provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to Commencing immediately upon the conditions date of this Section 2.1Closing (as defined in the Placement Agreement), if the Company shall receive any Requesting Holders may make a written request from Initiating Holders to the Company (specifying that it is being made pursuant to this Section 2) that the Company file a registration statement under the Securities 1933 Act covering (or a similar document pursuant to any other statute then in effect corresponding to the 1933 ▇▇▇) ▇▇vering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000Stock. In such event, then the Company will shall (x) promptly give written notice within ten (10) days thereafter notify in writing all other Holders of the requested registration to all Holders Registrable Stock of such request, and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities 1933 Act all Registrable Stock that the Requesting Holders and such other Holders have, within ninety forty-five (9045) days of after the requestCompany has given such notice, requested be registered. (b) If the Initiating Requesting Holders intend to distribute the Registrable Securities Stock covered by their request by means of an underwritingunderwritten offering, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.32.(a) above, and the Company shall include such information in the written notice referred to in clause (x) of Section 2.1(a2.(a) or Section 2.3(a), as applicableabove. In such event, the Holder's right of any Holder to include its Registrable Securities Stock in such registration shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities Stock in the underwriting underwritten offering to the extent provided hereinin this Section 2. The Company shall (together with all All Holders proposing to distribute their Registrable Securities Stock through such underwriting) underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriters. Such underwriter or underwriters shall be reasonably acceptable to selected by a majority in interest of the Initiating Requesting Holders and shall be approved by the Company, which approval shall not be unreasonably withheld; provided, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders). ; and provided further, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably required by the underwriter. (c) Notwithstanding any other provision of this Section 2.1 or Section 2.32 to the contrary, if the managing underwriter of an underwritten offering of the Registrable Stock requested to be registered pursuant to this Section 2 advises the Company Requesting Holders in writing that in its opinion marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Company Requesting Holders shall so advise all Holders of Registrable Securities Stock that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Stock that may be included in the underwriting such underwritten offering shall be allocated among all such Holders, including the Requesting Holders, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number amount of Registrable Securities held by all such Holders (including the Initiating Holders), or Stock requested to be included in such other proportions as mutually agreed to registration by such selling Holderseach Holder at the time of filing the registration statement; provided, however, that in the event of such limitation of the number of shares of Registrable Securities Stock to be included in such underwriting and underwritten, the Holders shall be entitled to an additional demand registration shall not be reduced unless all other securities pursuant to this Section 2. If any Holder of Registrable Stock disapproves of the Company are first entirely excluded from terms of the underwriting underwriting, such Holder may elect to withdraw by written notice to the Company, the managing underwriter and registrationthe Requesting Holders. Any Registrable Securities excluded or The securities so withdrawn from such underwriting shall also be withdrawn from the registration. (cd) The Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) 2 during the period starting with the fourteenth (14th) day immediately preceding the date of an anticipated filing by the Company of, and ending on the a date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt following the effective date of, a registration statement pertaining to a public offering of securities for the account of the request of the Initiating HoldersCompany; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further provided, that the Company shall not register any securities for its own account or actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and provided further, that the Company's estimate of any other stockholder during the date of filing such ninety (90) day period;registration statement shall be made in good faith. (vie) The Company shall be obligated to effect and pay for a total of only two (2) registrations pursuant to this Section 2, unless increased pursuant to Section 2.(c) hereof; provided, that a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2.(e), unless (i) it has been declared effective by the Commission, (ii) if it is a shelf registration, it has remained effective for the Initiating Holders propose period set forth in Section 3.(b), (iii) the offering of Registrable Stock pursuant to dispose such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such action prompted by any act or omission of the Holders), and (iv) no limitation of the number of shares of Registrable Securities that may Stock to be immediately registered on Form S-3 pursuant to a request made underwritten has been required pursuant to Section 2.3 below; or (vii2.(c) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effectivehereof.

Demand Registration. (a) Subject At any time after the 180 day period following the effective date of a Registration Statement filed in connection with the Company’s initial public offering of its equity securities, the Requesting Holders may request, in writing, on up to two (2) separate occasions, that the conditions Company effect a registration on Form S-1 (or any successor form) of this Section 2.1Registrable Securities owned by one or more Holders. If the Requesting Holders intend to distribute the Registrable Securities by means of an underwriting, if they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Holders to participate in such registration shall be conditioned on such Holders’ participation in such underwriting. Upon receipt of any such request from the Requesting Holders, the Company shall receive a written request from Initiating Holders that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000, then the Company will (x) promptly give written notice of the requested such proposed registration to all other Holders. Such other Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall have the right, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a by giving written request delivered notice to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the CompanyCompany provides its notice, to be registered under the Securities Act within ninety (90) days of the request. (b) If the Initiating Holders intend elect to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities have included in such registration shall be conditioned upon such Holder’s participation of their Registrable Securities as such Holders may request in such underwriting and the inclusion notice of such Holder’s Registrable Securities in the underwriting to the extent provided hereinelection. The Company shall (together with all All Holders proposing to distribute their Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by that is mutually agreeable to the Company (which underwriter or underwriters shall be reasonably acceptable to and the Holders holding a majority in majority-in-interest of the Initiating Registrable Securities that the Holders requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, and in any event within ninety (90) days after the date such request is given by the Requesting Holders), file a Form S-1 (or any successor form) for all Registrable Securities that the Company has been requested to so register. Notwithstanding any other provision of this Section 2.1 or Section 2.3, if If the underwriter advises the Company that or the Holders of Registrable Securities requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of securities Registrable Securities to be underwritten (including Registrable Securities)underwritten, then the Company Requesting Holders shall so advise all Holders of Registrable Securities that otherwise would otherwise be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated to the among such Holders of such Registrable Securities on a pro rata basis based on Securities, including the Requesting Holders, in proportion (as nearly as practicable) to the number of Registrable Securities held owned by all such Holders (including the Initiating Holders), each Holder or in such other proportions proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationunderwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to For purposes of this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.12.1(a), a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in this Section 2.1(b2.1(a), fewer than fifty percent (50%) of the total number of Registrable Securities that the Requesting Holders have requested to be included in such registration statement are actually included;. (iiib) during At any time after the period starting with the date of filing ofCompany becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, and ending on the date one hundred eighty (180) days followinghereinafter, “Form S-3”), the effective date Holders will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Securities having a minimum gross proceeds in each registration on Form S-3 of at least $2,500,000. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration statement pertaining to all other Holders. Such other Holders shall have the right, by giving written notice to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of receipt their Registrable Securities as such Holders may request in such notice of a written request from Initiating Holders pursuant to Section 2.1(a)election. Thereupon, the Company gives notice to shall, as expeditiously as possible, and in any event within forty-five (45) days after the Holders of the Company’s intention to date such initial request is given, file a registration statement Form S-3 for its Initial Offering within ninety (90) days;all Registrable Securities that the Company has been requested to so register. (vc) Notwithstanding the foregoing obligations, if the Company shall furnish furnishes to the Holders requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) Company’s president stating that, that in the good faith judgment of the Board, Board it would be seriously materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement would otherwise be effected at required to remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersHolders is given; provided provided, however, that such right to delay a request shall be exercised by the Company may not invoke this right more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) -day period;period other than an Excluded Registration. (vid) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected [two] registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Requesting Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 belowSubsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or or (viiii) if the Company has, has effected [two] registrations pursuant to Subsection 2.1(b) within the six twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, already effected a unless the Requesting Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration for the Holders statement pursuant to Subsection 2.4, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1 Subsection 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Requesting Holders may withdraw their request for registration and such registration has been declared or ordered effectivewill not be counted as “effected” for purposes of this Subsection 2.1(d).

Demand Registration. (a) Subject to At any time after the conditions of this Section 2.1date which is 180 days following the Registration Date, if JPM DJ shall state in writing that it desires to sell Registrable Shares in the Company shall receive a written request from Initiating Holders that public securities markets and requests the Company file a Corporation to effect the registration statement under the Securities Act covering of Registrable Shares, the registration Corporation shall within 10 days of the Registrable Securities resulting in net offering proceeds of at least $20,000,000, then the Company will (x) promptly such request give written notice of the requested such proposed registration to all Holders holders of Registrable Shares and (y) prepare and file a registration statement and otherwise use its best efforts shall offer to cause such shares, and all Registrable Securities of any Holder or Holders joining include in such proposed registration pursuant only Registrable Shares requested to a written request delivered be included in such proposed registration by such holders who respond in writing to the Company Corporation within thirty (30) days after receipt by delivery of such Holder or Holders notice (which request shall specify the number of initial written notice from the Company, Registrable Shares proposed to be registered included in such registration). The Corporation shall, subject to SECTION 2(b) below, promptly thereafter use its best efforts to effect such registration under the Securities Act within ninety (90) days of the Registrable Shares which the Corporation has been so requested to register for sale in accordance with the method of distribution specified in the initiating request. If JPM DJ so elects, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering in which case JPM DJ shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the Corporation to act as the lead managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and managers to be used in connection with the offering. (b) If Anything contained in SECTION 2(a) to the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such eventcontrary notwithstanding, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Corporation shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required obligated to effect a registration pursuant to this Section 2.1SECTION 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Corporation shall not be obligated to use its best efforts to file and cause to become effective (A) more than three Registration Statements initiated pursuant to SECTION 2(a); PROVIDED HOWEVER, that if JPM DJ is unable to sell at least 75% of the Registrable Shares requested to be included in a registration pursuant to SECTION 2(a) as a result of an underwriter's cutback, then JPM DJ shall be entitled to an additional demand registration pursuant to this SECTION 2(b)(i), or (B) any Registration Statement during any period in which any other Registration 3 Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior to the earlier of September 30, 2015 or six months after the Initial Offering180 days; (ii) the Corporation may delay the filing or effectiveness of any Registration Statement pursuant to SECTION 2(a) for a period of up to 90 days after the Company has effected three registrations date on which the Corporation gives notice to the Investors pursuant to this Section 2.1 and either SECTION 2(b)(ii) if at the time of such notice (Ai) all the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such registrations have been declared or ordered effective notice, in a firm commitment underwritten public offering of Primary Shares in which JPM DJ may include Registrable Shares pursuant to SECTION 4, or (Bii) the Board reasonably determines that such registration and offering would interfere with any Material Transaction involving the Corporation; PROVIDED, HOWEVER, that the Corporation may only delay the filing or effectiveness of a Registration Statement pursuant to this SECTION 2(b) for a total of 180 days after the date of a request for registration pursuant to SECTION 2(a); and (iii) with respect to any registration pursuant to SECTION 2(a), the Corporation may include in such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registrationany Primary Shares or Other Shares; providedPROVIDED, howeverHOWEVER, that for purposes if the managing underwriter advises the Corporation that the inclusion of Section 2.1all Registrable Shares, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested Primary Shares and Other Shares proposed to be included in such registration statement are actually includedwould interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) FIRST, the Registrable Shares held by the Investors requesting that their Registrable Shares be included in such registration initiated pursuant to SECTION 2(a) (or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (iiiB) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days followingSECOND, the effective date of the registration statement pertaining to the Initial OfferingPrimary Shares; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective;and (ivC) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a)THIRD, the Company gives Other Shares (or, if necessary, such Other Shares PRO RATA among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). (c) A requested registration under this SECTION 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1Corporation from JPM DJ; PROVIDED, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating thatHOWEVER, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company requested registration which has been rescinded shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected count as a demand registration for purposes of SECTION 2(b)(i) unless the Holders pursuant to this Section 2.1 and such registration has request for withdrawal shall have been declared the result of, or ordered effectivemade in response to, a material adverse change or event on the business, properties, condition (financial or otherwise), or operations of the Corporation.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from the Holders who together hold in aggregate not less than 50% of the Registrable Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 50% of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.1, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier date one hundred eighty (180) days following the effective date of September 30, 2015 the registration statement pertaining to the IPO or six months after five (5) years after the Initial Offeringdate of this Agreement; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.1, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing ofif, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the Chairman of the Board (or, in the absence of Directors a Chairman of the Company (the “Board”, a lead independent director or director exercising a similar function) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 F-3 pursuant to a request made pursuant to Section 2.3 below; or (viivi) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to If at any time after the conditions earliest of this Section 2.1(i) the first anniversary of the Closing Date, if (ii) the closing of a Qualified Public Offering, or (iii) the average daily trading volume of the shares of Common Stock exceeds 10,000 shares (as adjusted for stock splits, stock combinations or similar events) for ten consecutive Trading Days, the Company shall receive a written request from Initiating Holders Investor Request that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000Act, then the Company will shall, within ten (x10) promptly days of the receipt thereof, give written notice of the requested registration such request to all Holders and, subject to the limitations of Section 3(b) below, shall file (as expeditiously as practicable, and (yin any event prior to the applicable Filing Date) prepare and file a registration statement and otherwise use its best efforts to cause such sharesto become effective no later than the applicable Required Effectiveness Date, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered Registration Statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within ninety twenty (9020) days of the requestmailing of such notice by the Company in accordance with Section 13(g) below. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall (together with all select the managing underwriter or underwriters in such underwriting, which underwriter shall be reasonably acceptable to the Company. All Holders proposing to distribute their Registrable Securities securities through such underwritingunderwriting shall (together with the Company as provided in Section 5(m)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Initiating Holders)underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.1 or Section 2.33, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders (including the Initiating Holdersof Registrable Securities participating in a registration referred to in Section 3(a), or in no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other proportions as mutually agreed to by such selling Holders; provided, however, that securities would result in a reduction of the number of shares of Registrable Securities to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationoffering. (c) The Company shall not be required obligated to effect a only two (2) registrations (and, in each case, only if such registration would include Registrable Securities with an aggregate value of at least five million dollars ($5,000,000), calculated using the stated offering price disclosed on the cover of the final prospectus covering such Registrable Securities) pursuant to an Investor Request under this Section 2.1: 3 (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have an offering which is not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration consummated shall not be counted as “effected” if, as for this purpose unless such offering is withdrawn at the request of a result of an exercise majority in interest of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included participating in such registration statement are actually included;Investor Request). (iiid) during Notwithstanding the period starting with the date of filing offoregoing, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement Registration Statement pursuant to this Section 2.13, a certificate signed by the Chairman chief executive officer or chief financial officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the BoardCompany, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at filed by reason of a material pending transaction and it is therefore essential to defer the filing of such timeregistration statement, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersInvestor Request; provided provided, however, that such right to delay a request shall be exercised by the Company may not utilize this right more than once in any 12 twelve (12) month period; and provided further that . Likewise, the Company shall not register be obligated to effect any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective3 within one hundred eighty (180) days after the Effective Date of a previous Registration Statement filed pursuant to this Section 3.

Demand Registration. (a) Subject to 3.1. At any time following the conditions of this Section 2.1Effective Date, if the Company shall receive a written request from Initiating Holders may request in writing that all or part of the Company file a registration statement Registrable Shares shall be registered under the Securities Act covering Act. Any such demand must request the registration of the Registrable Securities resulting in net shares with an anticipated aggregate offering proceeds price of at least five million United States dollars ($20,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within 5,000,000). Within thirty (30) days after receipt by of any such Holder or Holders of initial request, the Company shall give written notice from of such request to any other Holders, if any, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fourteen (14) days after the receipt of the Company’s notice. As promptly as practicable thereafter, subject to be registered Section 8.1 hereof, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration under the Securities Act in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3 within a period of ninety (90) days following the effective date of the requesta previous registration. (b) 3.2. If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3.1 above and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable3.1. In such event, event the right of any Holder to include its Registrable Securities Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holder) and such other agreements as such underwriter(s) shall reasonably request. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders)underwriter. Notwithstanding any other provision of this Section 2.1 or Section 2.33, if the managing underwriter advises the Company that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Company shall so advise all Holders of Registrable Securities Shares that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting there shall be allocated excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first, shares held by shareholders other than the Holders; second, to the extent necessary, shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, Registrable Shares held by the Holders of such Registrable Securities on a (pro rata basis based on to the respective number of Registrable Securities Shares held by all such the Holders (including participating in the Initiating Holdersregistration), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities resulting in then outstanding (so long as the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00040,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise shall use its best efforts to cause such sharesefforts, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Company’s Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof), other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders holding a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, use its best efforts to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all no other securities of party other than the Company and the Holders are first entirely excluded from included in the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fourth anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if If at any time the Company shall receive (i) a written request from Initiating Purchaser Request, so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, or (ii) a written Registration Request after the Purchaser Holders no longer hold at least 30% of the Registrable Securities acquired by them on the date hereof, that the Company file a registration statement Registration Statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 3(b) below, shall use its reasonable best efforts to prepare and file a Registration Statement under the Securities Act covering with respect to all Registrable Securities which the registration applicable Holders request to be registered within ten (10) days of the Registrable Securities resulting mailing of such notice by the Company, in net offering proceeds of at least $20,000,000accordance with Section 9(g) below (as expeditiously as practicable), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best commercially reasonable efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, Registration Statement to be registered declared effective under the Securities Act within ninety (90) days of as promptly as possible after the requestfiling thereof. (b) If the Initiating applicable Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwriting (whether it is on a firm commitment or best efforts (i.e., then the Initiating Holders registered direct) basis), they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a3(a), as applicable. In such event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in the underwriting and such Holder) to the extent provided herein. The Company A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall (together with all select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities securities through such underwritingunderwriting shall (together with the Company as provided in Section 5(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the Initiating Holders)underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.1 or Section 2.33, if the underwriter advises the Company a Holder that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated as follows: (i) first, so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, among the Purchaser Holders that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Holders of such Registrable Securities on a pro rata basis based on the number aggregate amount of Registrable Securities held by all such Purchaser Holders, until such Purchaser Holders have included in the underwriting all shares requested by such Purchaser Holders to be included, (including ii) then, among Holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the Initiating aggregate amount of Registrable Securities held by all such Holders, until such Holders have included in the underwriting all shares requested by such Holders to be included, and (iii) thereafter, among all other holders of Common Stock, if any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the Holders of Registrable Securities participating in a registration referred to in Section 3(a), or in no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other proportions as mutually agreed to by such selling Holders; provided, however, that securities would result in a reduction of the number of shares of Registrable Securities to be covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such underwriting and registration shall not be reduced unless all other securities would adversely impact the marketing of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationoffering. (c) The Company shall be obligated to effect only four (4) registrations (and only if such registration would include Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Common Stock on the Trading Market on the date preceding the date of the Purchaser Request) pursuant to Purchaser Requests under this Section 3 (an offering which is not consummated shall not be required counted for this purpose). (d) Notwithstanding the foregoing, the Company shall not be obligated to effect file a registration Registration Statement pursuant to this Section 2.1: 3, (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the 90 day period starting with the date of filing of, and ending commencing on the date one hundred eighty (180) days following, the effective date of the any other registration statement pertaining filed by the Company relating to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; public offering of its Common Stock or securities convertible into Common Stock (ivother than on Forms S-4 or S-8 or any successor thereto) if within thirty or (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (vii) if the Company shall furnish to the applicable Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors chief executive officer of the Company (the “Board”) stating that, in the good faith judgment of the BoardBoard of Directors of the Company, it the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request or the Registration Request, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) 90 days after the filing of such registration statement; provided, however, that in the case of clause (ii) the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its demand registration obligation under clause (i) above. (e) Notwithstanding the foregoing, if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be seriously materially detrimental to the Company and its stockholders for such registration statement Registration Statement to be effected at remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such timeRegistration Statement’s effectiveness, in which event the Company shall have the right to defer suspend such filing effectiveness for a period of not more than ninety sixty (9060) days in the aggregate after receipt of the request of Purchaser Request or the Initiating HoldersRegistration Request; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further provided, however, that the Company shall may not register utilize this right more than twice in any securities for its own account or that of any other stockholder during such ninety twelve (9012) day month period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company ----------- shall receive a written request from the Holders of a majority of the Shares (determined on an as-if converted basis) (the "Initiating Holders Holders") that the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000(a "Demand Registration"), then the Company will (x) promptly shall, within 15 days of the receipt thereof, give written notice of the requested registration such request to all Holders Holders, and (y) prepare and file a registration statement and otherwise subject to the limitations of this Section 2.1, ----------- use its best efforts to cause such shareseffect, and as soon as practicable, the registration under the Securities Act of all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to for which the Company has received written requests for inclusion therein within thirty (30) 15 days after receipt by such Holder or the Holders of initial written notice from the Company, such Company notice. All registrations pursuant to this Section ------- 2.1 shall be registered under the Securities Act within ninety (90) days of the request.underwritten registrations. --- (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of other than an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.3 and the ----------- ----------- Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such eventthe event of an underwritten -------------- -------------- offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the ----------- ----------- underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations two Demand Registrations pursuant to and in accordance with this Section 2.1 2.1, and either (A) all such ----------- registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; providedeffective, however, provided that for purposes of Section 2.1, a registration shall not be counted as “effected” if, if as a result of an exercise the managing underwriter's advice, less than two thirds of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be covered by the Registration request are included in such the registration statement are actually included;at the effective date thereof, the request shall not be considered a Demand Registration which has been effected for purposes of this Section ------- 2.1 (iiic) (i). --------- (ii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 90 days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iviii) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives written notice -------------- to the Holders of the Company’s 's intention to file a registration statement for its Initial Offering with respect to a public offering within ninety (90) 30 days; provided that a delay pursuant to this Section 2.1(c)(iii), subject to Section 2.1(c)(ii), shall be no longer than ------------------- ------------------ 90 days; (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the ----------- Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the BoardCompany, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such timetime because such registration would require premature public disclosure with respect to pending confidential matters, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 12-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (viid) if The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of the Registration Statement for a Demand Registration, unless the underwriters managing such offering otherwise agree, and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company has, within the six month period preceding at any time after the date of such request, already effected this Agreement (other than in a demand registration for the Holders registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to this Section 2.1 and Rule 144) of any such registration has been declared or ordered effectivesecurities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier expiration of September 30, 2015 or six months after the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of more than forty percent (40%) of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities, and the Registrable Securities resulting in anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed five million dollars $20,000,0005,000,000 (a “Qualified Public Offering”), then the Company will shall, within ten (x10) promptly days of the receipt thereof, give written notice of the requested registration such request to all Holders and of Registrable Securities. Within fifteen (y15) prepare and file a registration statement and otherwise days after such notice has been sent by the Company, all other Holders of Registrable Securities may give written notice to the Company of such Holder’s intent to include some or all of its Registrable Securities in the registration. Subject to the limitations of this Section 2.2, the Company shall use its best efforts to cause such shareseffect, and all Registrable Securities of any Holder or Holders joining in such as expeditiously as reasonably possible, the registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders of Registrable Securities request to be registered. (b) If the Initiating Holders or Requesting Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder of Registrable Securities to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders of Registrable Securities proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders or Requesting Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.such

Demand Registration. (a) Subject to Section 2.13, on one occasion on or after June 25, 2004, a Holder or Holders of at least a majority of the conditions of this Section 2.1, if Registrable Shares may require the Company shall receive a written request from Initiating Holders that the Company file a registration statement to register such Holder's or Holders' Registrable Shares under the Securities Act covering Act. Such Holder or Holders shall notify the registration Company in writing that it or they intend to offer or cause to be offered for public sale of all or any portion of the Registrable Securities resulting in net offering proceeds Shares, and within 15 days of at least $20,000,000its receipt of such notice, then the Company will (x) promptly give so notify all Holders of Registrable Shares. Upon written notice request of any Holder given within 15 days after the such Holder's receipt of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise Company's notification, the Company will use its best efforts to cause such shares, and all or any part of the Registrable Securities of Shares that may be requested by any Holder thereof (including the Holder or Holders joining in such registration pursuant giving the initial notice of intent to a written request delivered to offer (each, an "Initiating Holder" and, collectively, the Company within thirty (30"Initiating Holders")) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the requestas expeditiously as possible. (b) If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a)above. If the Initiating Holders intend not to distribute the Registrable Shares by means of an underwriting, as applicablea condition to the Company's obligations under this Section 2.2 to register a Holder's Registrable Shares, such Holder shall agree, in writing, not to sell during any 90-day period following the effectiveness of such registration a number of Registrable Shares that exceeds the greater of (i) 25% of such Holder's Registrable Shares included in such registration or (ii) 5% of the outstanding shares of Common Stock as of the effectiveness of such registration. (c) The underwriter shall be selected by the Initiating Holder or Initiating Holders who hold a majority of the Registrable Shares held by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its his or her Registrable Securities Shares in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities Shares in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities Shares through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by underwriting. (d) Notwithstanding the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 2.1 or Section 2.3foregoing, if the underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten (including Registrable Securities)underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated to the among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (thereof, including the Initiating Holders), or in such other proportions proportion (as mutually agreed nearly as practicable) to the amount of Registrable Shares of the Company owned by such selling Holderseach Holder; provided, however, that the number of shares of Registrable Securities Shares to be included in such underwriting and registration shall not be reduced unless all other securities of other than those proposed to be sold by the Company Holders are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registrationunderwriting. (ce) The Notwithstanding the foregoing, the Company shall not be required obligated pursuant to effect this Section 2.2 to effect, or to take any action to effect, any registration (i) after the Company has effected a registration pursuant to this Section 2.1: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company 2.2 and such registration has effected three registrations pursuant to this Section 2.1 and either (A) all such registrations have been declared or ordered effective or effective, (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included; (iiiii) during the period starting with beginning 60 days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) 180 days following, after the effective date of the a registration statement pertaining filed by the Company under the Securities Act (other than a registration relating solely to the Initial Offering; sale of securities to participants in a Company employee benefit or stock option plan), provided that the Company makes is actively employing in good faith all reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such timebecome effective, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (viiii) if the Initiating Holders propose to dispose of shares of Registrable Securities Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or 2.3, (viiiv) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or (v) if the Company hasshall furnish to such Holders a certificate signed by the Chairman of the Board of the Company stating that in the good-faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, within then the six month Company's obligations under this Section 2.2 shall be deferred for a period preceding not to exceed 90 days from the date of such requestreceipt of the written registration request of the Initiating Holders; provided, already effected however, that the Company shall not utilize this right more than once in any 12-month period. Upon effectiveness of a demand registration for the Holders pursuant to statement filed under this Section 2.1 2.2 and otherwise complying with this Agreement, no Holder (whether or not such Holder elected to include Registrable Shares in such registration has been declared or ordered effectivestatement) shall have any right to make any further demand for registration under this Section 2.2.

Demand Registration. (a) Subject to the conditions of this Section 2.13.1, if the Company shall receive a receives written request notice from Holders (who together hold in aggregate not less than twenty five percent (25%) of the Registrable Securities then outstanding (the “Initiating Holders Holders”)) requesting that the Company file a registration statement under the Securities Act covering the registration of at least twenty five percent (25%) of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,000, 10,000,000); then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders (the Company“Company Demand Registration Notice”) and give them the option to have some or all of their Registrable Securities included in the same relevant registration statement under the Securities Act, and, subject to be registered the limitations of this Section 3.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders (being both: (i) the Initiating Holders; and (ii) those other Holders who exercised the option to register some or all of their Registrable Securities in the same relevant registration statement under the Securities Act) request to be registered. Written notice must be given by each such Holder to the Company within ninety twenty (9020) days of the requestdate of the Company Demand Registration Notice is given, and in each case, shall be subject to the limitations set forth herein. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 3.1 or any request pursuant to Section 2.3, 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a3.1(a) or Section 2.3(a3.3(a), as applicable. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority by interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 3.1 or Section 2.33.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.13.1: (i) prior to the earlier date one hundred eighty (180) days following the effective date of September 30, 2015 the registration statement pertaining to the IPO (or six months after the Initial Offeringsuch longer period as may be determined pursuant to Section 3.9 hereof); (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 3.1, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing ofif, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a3.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.13.1, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating thator, in the absence of a Chairman of the Board, a lead independent director or director exercising a similar function) stating that in the reasonable and good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under applicable law or a material agreement of the Company, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall be exercised by the Company may not invoke this right more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period;. (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 F-3 pursuant to a request made pursuant to Section 2.3 3.3 below; or (viivi) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the holders of not less than fifty percent (50%) of the Preferred Shares, on an as converted to Common Shares basis (the “Initiating Holders Holders”), that the Company file a registration statement under the Securities Act covering the registration of all or a portion of the Registrable Securities resulting in net offering proceeds of at least $20,000,000held by such Initiating Holders, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all of the CompanyHolders, and subject to be registered the limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act within ninety (90) days of all Registrable Securities that the requestHolders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2(a) or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by at least seventy percent (70%) in interest of the Company Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the managing underwriter advises or underwriters determine that the Company that marketing factors require a limitation of the proposed number of securities to be underwritten (including Registrable Securities)would adversely affect the marketing of such securities, then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the such underwriting shall be allocated allocated, first, to the Holders of such Registrable Securities (excluding for these purposes, any Junior Registrable Securities) on a pro rata basis based on the number of Registrable Securities (excluding any Junior Registrable Securities) held by all such Holders; and second to the Holders (including of Junior Registrable Securities on a on a pro rata basis based on the Initiating Holders), or in such other proportions as mutually agreed to number of Junior Registrable Securities held by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to one hundred eighty (180) days following the earlier effective date of September 30, 2015 or six months after the registration statement pertaining to the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) if the aggregate offering price, net of underwriting expenses and discounts, is less than ten million dollars ($10,000,000); (iv) in any particular jurisdiction in which the Company would be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction, and, in each case, except as may be required under the Securities Act; (v) during the period starting with the date of filing of, and ending on the date one hundred eighty ninety (18090) days following, following the effective date of the a non-Initial Offering registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided that the Company makes a reasonable efforts good faith effort to cause the effect such registration statement for the Initial Offering to become effectiveas soon thereafter as practicable; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (vvi) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.12.2, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred (90120) days after receipt of the request of the Initiating Holders; provided provided, however, that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company . (d) A registration statement shall not register any securities for its own account or that of any other stockholder during be counted until such ninety time as such registration statement has been declared effective by the SEC (90) day period; (vi) if unless the Initiating Holders propose withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to dispose the Investors after the date on which such registration was requested) and elect not to pay the registration expenses therefor pursuant to Section 2.5). A registration statement shall not be counted if, as a result of shares an exercise of the underwriter’s cut-back provisions, fewer than 50% of the total number of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant have requested to this Section 2.1 and be included in such registration has been declared or ordered effectivestatement are actually included.

Demand Registration. (a) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from the Holders who together hold in aggregate not less than 25% of the Registrable Securities then outstanding (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.1, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the earlier date one hundred eighty (180) days following the effective date of September 30, 2015 the registration statement pertaining to the IPO (or six months after the Initial Offeringsuch longer period as may be determined pursuant to Section 2.9 hereof); (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.1, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing ofif, and ending on the date one hundred eighty (180) days following, the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable efforts to cause the registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement, within ninety (90) days; (viv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.1 a certificate signed by the Chairman of the Board (or, in the absence of Directors a Chairman of the Company (the “Board”, a lead independent director or director exercising a similar function) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (viv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 F-3 pursuant to a request made pursuant to Section 2.3 below; or (viivi) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in net offering proceeds of at least $20,000,000then outstanding, then the Company will (x) promptly shall, within 30 days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered subject to the Company within thirty (30) days after receipt by such Holder or Holders limitations of initial written notice from this Section 2.2, effect, as expeditiously as possible, the Company, to be registered registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the such underwriting and registrationregistration does not include shares of any other selling stockholders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fifth anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Company’s Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesshall, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered to the Company within thirty (30) days after of the receipt by such Holder or Holders of initial thereof, give written notice from of such request to all Holders, and subject to the Companylimitations of this Section 2.2, to be registered effect, as expeditiously as reasonably possible, the registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the third anniversary of the date of this Agreement or six months after (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offeringa public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety one hundred twenty (90120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once twice in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if after the date hereof, the Company shall receive a written request from Initiating Holders 1818 Fund, acting on behalf of one or more 1818 Fund Securityholders holding Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of (i) at least twenty percent (20%) of the then outstanding Registrable Securities resulting held by the 1818 Fund Securityholders or (ii) Registrable Securities having an aggregate offering price to the public in net offering proceeds excess of at least $20,000,0005,000,000, then the Company will shall (x) promptly within thirty (30) days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise subject to the limitations of this Section 2.2, use its best efforts to cause such shareseffect, and all Registrable Securities of any Holder or Holders joining in such as soon as practicable, but not later than sixty (60) days, the registration pursuant to a written request delivered to the Company within thirty (30) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety of all Registrable Securities that the Holders request to be registered, provided that no Registrable Securities (90other than those held by 1818 Fund Securityholders) days of the requestshall be included in any such registration. (b) If the Initiating Holders intend 1818 Fund intends to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, 2.2 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a2.2(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by 1818 Fund and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company 1818 Fund (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 or Section 2.32.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders1818 Fund); provided that, or in such other proportions as mutually agreed to by such selling Holders; providedno event, however, that the number of shares of shall any Registrable Securities to (other than those held by 1818 Fund Securityholders) be included in such underwriting and any registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registrationpursuant to Section 2.2(a). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 or six months after the Initial Offering; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2(a) for 1818 Fund, on behalf of the 1818 Fund Securityholders, and either (A) all in each case such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registrationeffective; provided, however, that for purposes of Section 2.1, a registration requested pursuant to this Section 2.2 shall not be counted as “deemed to have been effected” if, as : (A) unless a result of an exercise registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) Securities Act with respect to the disposition of the total number of all Registrable Securities that Holders covered by such registration statement until the earlier of (x) such time as all of such Registrable Securities have requested to be included been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (y) 180 days after the effective date of such registration statement; (B) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Holders of Registrable Securities participating in such registration and has not thereafter become effective; or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are actually includednot satisfied or waived, other than by reason of a failure on the part of the Holders of Registrable Securities participating in such registration; (iiiii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to the Initial Offering; provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective;; or (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; (viii) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.12.2, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders1818 Fund; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders Holders”) that the Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable Securities resulting in then outstanding (or a lesser percent if the anticipated aggregate offering price, net offering proceeds of at least underwriting discounts and commissions, would exceed $20,000,00010,000,000), then the Company will (x) promptly shall use commercially reasonable efforts to, within 30 days of the receipt thereof, give written notice of the requested registration such request to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such sharesHolders, and all Registrable Securities of any Holder or Holders joining in such registration pursuant to a written request delivered subject to the Company within thirty (30) days after receipt by such Holder or Holders limitations of initial written notice from this Section 2.2, effect, as expeditiously as reasonably possible, the Company, to be registered registration under the Securities Act within ninety (90) days of the requestall Registrable Securities that all Holders request to be registered. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, 2.4 and the Company shall include such information in the written notice referred to in Section 2.1(a2.2(a) or Section 2.3(a2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their Registrable Securities securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 (A) the fifth anniversary of the date of this Agreement or six months after (B) the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; (ii) after the Company has effected three two registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedeffective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) 180 days following, following the effective date of the registration statement pertaining to the Initial OfferingOffering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) 90 days; (v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.1, 2.2 a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period; (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 2.4 below; or (vii) if in any particular jurisdiction in which the Company haswould be required to qualify to do business or to execute a general consent to service of process in effecting such registration, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared qualification or ordered effectivecompliance.

Demand Registration. (a) Subject to the conditions of this Section 2.12.2, if the Company shall receive a written request from Initiating Holders Stockholders that the Company file a registration statement Form S-1 with respect to at least fifty percent (50%) of the Registrable Securities then outstanding, then the Company shall as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Stockholders, file a Form S-1 under the Securities Act covering the registration of the Registrable Securities resulting in net offering proceeds of at least $20,000,000, then the Company will (x) promptly give written notice of the requested registration to all Holders and (y) prepare and file a registration statement and otherwise use its best efforts to cause such shares, and all Registrable Securities of any Holder or Holders joining in such registration pursuant that the Stockholders requested to a written request delivered be registered, subject to the Company within thirty (30limitations of Sections 2.2(b) days after receipt by such Holder or Holders of initial written notice from the Company, to be registered under the Securities Act within ninety (90) days of the requestand 2.2(c). (b) If the Initiating Holders Stockholders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then the Initiating Holders they shall so advise the Company as a part of their written request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.3, and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable2.4. In such event, the right of any Holder the Stockholders to include its their Registrable Securities in such registration shall be conditioned upon such Holder’s the Stockholders’ participation in such underwriting and the inclusion of such Holder’s the Stockholders’ Registrable Securities in the underwriting to the extent provided herein. The Company Stockholders shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Stockholders (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating HoldersCompany). Notwithstanding any other provision of this Section 2.1 2.2 or Section 2.32.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), ) then the Company shall so advise all Holders the Stockholders, provided, no such reduction shall reduce the amount of Registrable Securities that would otherwise be underwritten pursuant hereto, and of the number Stockholders below twenty percent (20%) of shares that may be included in the underwriting shall be allocated to the Holders total amount of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), or in such other proportions as mutually agreed to by such selling Holders; provided, however, that the number of shares of Registrable Securities to be securities included in such underwriting registration, unless such offering is the IPO and such registration shall does not be reduced unless include shares of any other selling stockholders, in which event any or all other securities of the Company are first entirely Registrable Securities of the Stockholders may be excluded from in accordance with the underwriting and registrationimmediately preceding sentence. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.12.2: (i) prior to the earlier of September 30, 2015 or six months one hundred eighty (180) days after the Initial Offeringeffective date of the registration statement for an IPO; (ii) after the Company has effected three two (2) registrations pursuant to this Section 2.1 2.2, and either (A) all such registrations have been declared declared, have been ordered, or ordered effective or (B) the request for such registration statements has been subsequently withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Expenses of such withdrawn registration; provided, however, that for purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedbecome effective; (iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following, following the effective date of the registration statement pertaining to a public offering (other than a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Initial Offeringfuture, or a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future); provided that the Company makes reasonable good faith efforts to cause the such registration statement for the Initial Offering to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders the Stockholders pursuant to Section 2.1(a2.2(a), the Company gives notice to the Holders Stockholders of the Company’s intention to file make a registration statement for its Initial Offering public offering within ninety (90) days; provided that, the Company makes reasonable good faith efforts to make such public offering during such period; provided, however, except in the case of a DI/Longitude Transfer (as defined below) to a Permitted Transferee (as defined below) in which case the following proviso shall not apply, this clause (iv) shall not apply or have any effect in the period prior to December 23, 2018, or upon an Event of Default for so long as such Event of Default is continuing; (v) if the Company shall furnish to the Holders requesting a registration statement Stockholders pursuant to this Section 2.12.2, a certificate signed by the Chairman of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, that it would be seriously detrimental Seriously Detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersStockholders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 twelve (12) month period; and provided further provided, further, however, that in the Company shall not register any securities for its own account or that event of the suspension of effectiveness of any other stockholder registration statement pursuant to this Agreement, the applicable time period during which such ninety (90) day period;registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended pursuant to this Section; or (vi) if the Initiating Holders Stockholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (vii) if the Company has, within the six month period preceding the date of such request, already effected a demand registration for the Holders pursuant to this Section 2.1 and such registration has been declared or ordered effective2.4.