Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the earlier of (i) six the Holders holding not less than thirty percent (630%) months following of the completion shares of an IPO Common Stock issued or issuable upon conversion of the Series A Preferred (other than Landmark Registrable Securities) then outstanding, (ii) the third Holders holding not less than fifty percent (3rd50%) anniversary of the date of this AgreementLandmark Registrable Securities, if (iii) the Holders representing at least holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred (other than Landmark Registrable Securities) then outstanding or (iv) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B-1 Preferred (other than Landmark Registrable Securities) then outstanding (each, a majority “Demand Registration Request”), that the Company file a registration statement with respect to all or part of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares Securities under the Securities Act, then the Company shall promptly shall, within fifteen (15) calendar days of the receipt thereof, give written notice of such request to all Holders, and, subject to the limitations of this Section 2.2, use its best commercially reasonable efforts to effect effect, as expeditiously as reasonably possible (and in any event within ninety (90) days of the date such request is given or such longer period as results from a delay for any reason from the SEC) the registration under the Securities Act of the all Registrable Shares which the Company has been so requested Securities that all Holders request to register by the Holders. For the avoidance of doubt, the be registered pursuant to and in accordance with this Agreement. (b) The Company shall not be required to register the sale effect or re-sale of take any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in action to effect a registration pursuant to this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions2.2: (i) The Company shall not be obligated prior to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days.calendar days after the effective date of the Initial Public Offering; (ii) The (A) solely with respect to Section 2.2(a)(i) above, after the Company has effected two (2) registrations pursuant thereto, (B) solely with respect to Section 2.2(a)(ii) above, after the Company has effected two (2) registrations pursuant thereto, (C) solely with respect to Section 2.2(a)(iii) above, after the Company has effected one (1) registration pursuant thereto, and (D) solely with respect to Section 2.2(a)(iv) above, after the Company has effected one (1) registration pursuant thereto, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier); (iii) if the Holders specified in Section 2.2(a) propose to dispose of Registrable Securities that may delay be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; (iv) if the filing or effectiveness Holders specified in Section 2.2(a) propose to sell Registrable Securities, the aggregate proceeds of any registration statement for a which are less than $10,000,000; or (v) during the period of up to ninety starting with the date sixty (9060) days after prior to the Company’s good faith estimate of the date of filing of a request registration under the Securities Act for registration pursuant to this Section 2 if at the time purposes of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer public offering of securities of the Company stating (including but not limited to, registration statements related to follow-on offerings of securities of the Company, but excluding Special Registration Statements); provided that (i) the Company is engagedshall, or has fixed plans to engage within thirty (30) days of the time its receipt of such requesta Demand Registration Request, provide written notice to all Holders specified in Section 2.2(a) of its intent to file a firm commitment underwritten registration statement for a public offering of Primary Shares securities of the Company within sixty (60) days; provided further that the Company is actively employing in which good faith all commercially reasonable efforts to cause such registration statement to become effective; and provided further that in the holders case of Registrable Shares may include Registrable Shares a public offering other than an Initial Public Offering that the Initiating Holders (as defined below) are permitted to register such shares in such registration as requested to be registered pursuant to Section 3 or 2.3 hereof; or (iivi) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board has reasonably determined stating that in its the good faith judgment that of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filedeffected at such time, provided, however, that in which event the Company may only delay shall have the right to defer such filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total period of one hundred and twenty not more than sixty (12060) days after receipt of the date request of the initiating Holders; provided that such right to delay a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, shall be exercised by the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include more than twice in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder)twelve month period; (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six During the Demand Registration Period, the Holders of at least 200,000 Registrable Securities (6) months following adjusted for any stock split, stock dividend, reverse stock split or similar change in the completion of an IPO or (ii) the third (3rd) anniversary of Common Stock after the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire have the option and right, exercisable by delivering a written notice to sell Registrable Shares in the public securities markets and request the Company (a “Holder Demand Notice”), to effect require the registration Company to, pursuant to the terms of Registrable Shares and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement on Form S-1 (or any equivalent or successor form under the Securities Act) (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form) registering the offering and sale of at least 200,000 Registrable Securities (adjusted for any stock split, stock dividend, reverse stock split or similar change in the Common Stock after the date of this Agreement) on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holders anticipate will be included in such Holder Demand Registration and the intended methods of disposition thereof. (ii) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall promptly give written notice of such Demand Notice to all Holders (other than the Initiating Holders) and, within thirty (30) days thereof, shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). The Company shall use its best commercially reasonable efforts to effect the registration cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) one hundred eighty (180) days (or one (1) year if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Demand Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Registrable Shares which Company or the Company has been so requested pursuant to register by this Agreement. (iii) Subject to the Holders. For the avoidance of doubtother limitations contained in this Agreement, the Company shall is not be required obligated hereunder to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective effect: (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at Demand Registrations during the Company’s expense; Demand Registration Period, (B) more than two one (21) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; Demand Registration in a calendar year, (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective a Demand Registration within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30)) days of the time closing of any Underwritten Offering, or (D) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of such request, Registrable Securities on the terms and conditions specified in a firm commitment underwritten public offering such Demand Notice in accordance with the intended timing and method or methods of Primary Shares distribution thereof specified in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2Demand Notice. (iiiiv) With respect Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any registration pursuant portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to this Section 2the effectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Stockholder to the effect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, the Company shall give notice cease all efforts to secure effectiveness of such registration the applicable Registration Statement. (v) Subject to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and limitations contained in this Agreement, the Company may include in shall effect any Demand Registration on such appropriate registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days form of the mailing Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the foregoing notice by Registrable Securities in accordance with the Companyintended method or methods of disposition specified in the Initiating Holders’ request for such registration; provided, however, that if the managing underwriter advises Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act if available to the Company. If at any time a Registration Statement is effective and a Selling Stockholder provides written notice to the Company that the inclusion it intends to effect an offering of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) or part of the Registrable Shares proposed Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to be included in enable such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed offering to be included in such registration shall be included in the following order:take place. (Avi) firstWithout limiting Section 3, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock in connection with any Demand Registration pursuant to and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of in accordance with this Section 2(a), requested the Company shall (A) promptly prepare and file or cause to be included in prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Selling Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a broker or dealer, and (or2) such forms, if necessaryamendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Series B Registrable Shares pro rata among Demand Registration on the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); Trading Market and (B) second, do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested Selling Stockholders to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among enable the Holders thereof based upon the number of Non-Series B Registrable Shares requested Selling Stockholders to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering consummate a public sale of such Registrable Shares pursuant to such registration shall be Securities in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together accordance with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingintended timing and method or methods of distribution thereof.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following Provided that the completion Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of an IPO or (ii) the third (3rd) anniversary of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of this AgreementHolders holding, if in the Holders representing at least a majority aggregate, ten percent (10%) or more of the Registrable Shares then Securities issued and outstanding immediately following the effective date of the Plan (the “Initiating HoldersInitial Outstanding Amount”) ), shall state in writing that such Holders desire have the right, by written notice given to sell Registrable Shares in the public securities markets and Company (a “Demand Notice”), to request the Company to effect register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Shares under Securities for resale, such Holder(s), in the Securities Actaggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company shall promptly becomes eligible for use its best efforts to effect of Form S-3 (or any successor form), any Holder or group of Holders holding, in the registration under the Securities Act aggregate, ten percent (10%) or more of the Registrable Shares which Initial Outstanding Amount, shall have the right to request the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except and in accordance with the following provisions: provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at or the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at entire amount of Registrable Securities then owned by the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price Holders if the estimated fair market value of the remaining Registrable Securities is less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed10 million), provided, however, that the Company may only delay the filing or effectiveness of a registration statement there shall be no more than five (5) Demand Registrations pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2Agreement. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of Demand Registration Other Than on Form F-3 or Form S-3. (i) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months following after the completion closing of an IPO or (iia Qualified IPO, any Holder(s) the third (3rd) anniversary of at least 50% of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding Class A Registrable Securities (the “Class A Initiating HoldersHolder”) shall state may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect a Registration on the registration stock exchange for the Qualified IPO. Upon receipt of Registrable Shares under the Securities Actsuch a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to effect the registration under the Securities Act of cause the Registrable Shares which Securities specified in the Company has been so requested request, together with any Registrable Securities of any Holder who requests in writing to register by join such Registration within fifteen (15) days after the HoldersCompany’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Class A Initiating Holder may request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(i) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(i) is not consummated for any registration under reason other than due to the Securities Act except action or inaction of the Class A Initiating Holder in accordance with such Registration, such Registration shall not be deemed to constitute one of the following provisions: (i) Registration rights granted pursuant to this Section 2.1(a)(i). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(i) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000. (ii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series A Registrable Securities (the “Series A Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to file cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and cause distribution in such jurisdiction as the Series A Initiating Holder may request. The Company shall be obligated to become effective (A) effect no more than two (2) long-form registration statements initiated Registrations pursuant to this Section 2(a2.1(a)(ii) (that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(ii) is not consummated for any reason other than those due to the action or inaction of the Series A Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(ii). (iii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series B Registrable Securities (the “Series B Initiating Holder”) may request in writing that the Company effect a Registration on form S-3 the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as set forth soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in Section 4the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) at days after the Company’s expense; (B) delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series B Initiating Holder may request. The Company shall be obligated to effect no more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Registrations pursuant to this Section 2 2.1(a)(iii) that have been declared and ordered effective, provided that if at the time sale of such request all of the Company furnishes Registrable Securities sought to the Holders requesting such registration statement be included pursuant to this Section 2, a certificate signed by 2.1(a)(iii) is not consummated for any reason other than due to the Chief Executive Officer action or inaction of the Company stating that (i) Series B Initiating Holder including the Company is engagedRegistrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holder2.1(a)(iii). (iv) If Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series C Registrable Securities (the “Series C Initiating Holders so electHolder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the offering Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series C Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iv) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iv) is not consummated for any reason other than due to the action or inaction of the Series C Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iv). (v) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Series D Registrable Securities (the “Series D Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Shares Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series D Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(v) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(v) is not consummated for any reason other than due to the action or inaction of the Series D Initiating Holder including the Registrable Securities in such registration Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(v). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(v) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000. (vi) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series E Registrable Securities (the “Series E Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series E Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(vi) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(vi) is not consummated for any reason other than due to the action or inaction of the Series E Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(vi). (b) Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form of an underwritten offering. The Initiating Holders shallfor Registration in a jurisdiction other than the U.S.), at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to any Holder may request the Company to act as file, in any jurisdiction in which the lead managing underwriter Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or underwriters Form S-3 (or any comparable form for Registration in connection with a jurisdiction other than the U.S.), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such offering. In such eventa request, the right Company shall (i) promptly give written notice of the proposed Registration to all the other Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Person Holder who requests in writing to include join such PersonRegistration within fifteen (15) days after the Company’s Registrable Shares or Other Shares delivery of written notice, to be Registered and qualified for sale and distribution in such registration jurisdiction. The Company’s obligation to effect Registrations pursuant to this Section 2.1(b) is unlimited. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(b) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$5,000,000. The Company shall be conditioned upon obligated to effect no more than two (2) such Person’s participation Registrations pursuant to this Section 2.1(b) in such underwriting. All Holders proposing to distribute their securities through such underwriting shall any twelve (together with the Company12) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingmonth period.

Demand Registration. (a) At If the Company shall receive at any time after the Restriction Termination Date a request from two (2) or more Shareholders that are either Bank Shareholders or PE Shareholders, or both (in either case, the earlier “Initial Requesting Shareholders”) that the Company effect the registration under the Securities Act of all or any portion of such Initial Requesting Shareholders’ Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall give notice (ia “Demand Notice”) six of such requested registration (6each such request shall be referred to herein as a “Demand Registration”) months to the other Shareholders, which notice shall be given not later than ten (10) Business Days following receipt by the completion Company of an IPO or (ii) the third (3rd) anniversary of Demand Notice. Such other Shareholders may, upon notice received by the Company no later than five Business Days after the date of this Agreementthe notice of a Demand Registration, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing request that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to also effect the registration of Registrable Shares under the Securities ActAct of all or any portion of such other Shareholders’ Registrable Securities (such other requesting Shareholders, together with the Initial Requesting Shareholders, shall be referred to herein as the “Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.04 and Section 3.01(f), the Company shall promptly use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 3.01 to the extent necessary to permit the disposition of the Registrable Shares Securities so to be registered (in accordance with the intended methods thereof as aforesaid); provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Securities (including for the benefit of any other Persons not party to this Agreement) as part of any Demand Registration; provided further that the Company shall not be obligated to effect a Demand Registration (i) unless the aggregate gross proceeds (before the deduction of any discounts or commissions) expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100,000,000 (the “Proceeds Threshold”), provided the Proceeds Threshold shall only apply through the fourth anniversary of the IPO Closing Date, and (ii) until after the Restriction Termination Date. (b) If any Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(a) are excluded from such Demand Registration in accordance with the restrictions set forth in Section 3.01(f), then such Requesting Shareholders may either (i) request that the Company has grant a written waiver to permit such Requesting Shareholders to Transfer such excluded Registrable Securities by any means available, subject to compliance with the Securities Act and any other applicable securities or “blue sky” laws or (ii) request that the Company effect a second Demand Registration under the Securities Act to permit the disposition of such excluded Registrable Securities in a Public Offering. Thereafter, subject to the restrictions set forth in Section 2.04 and, in the case of clause (ii) of the preceding sentence, Section 3.01(f), the Company shall either (A) in its sole discretion, grant the waiver request of the Requesting Shareholders, or (B) use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(b)(ii) to the extent necessary to permit the disposition of the Registrable Securities so to be registered. If any Registrable Securities for which the Requesting Shareholders have requested registration under Section 3.01(b)(ii) are excluded from such second Demand Registration in accordance with the restrictions set forth in Section 3.01(f), then such Requesting Shareholders may, subject to the restrictions set forth in Section 2.04, Transfer such excluded Registrable Securities by any means available, subject to compliance with the Securities Act and any other applicable securities or “blue sky” laws. In no event shall the Company be required to effect (A) more than one Demand Registration within each successive 12-month period beginning on the Restriction Termination Date or any anniversary thereof except as provided in Section 3.01(b)(ii), (B) a Demand Registration within a period of 90 days after the effective date of any other registration statement relating to any Demand Registration or (C) any Demand Registration if, at the time of such request, four or more Demand Registrations (excluding (x) any Demand Registrations pursuant to Section 3.01(b)(ii) or 3.02(a)(ii)(B)(2), and (y) any Demand Registrations effected (in the Company’s sole discretion) other than the one Demand Registration required pursuant to this Section 3.01(b) within each successive 12-month period beginning on the Restriction Termination Date or any anniversary thereof) have previously been so requested effected. Notwithstanding the foregoing limit of four Demand Registrations, if, subsequent to register the fourth anniversary of the IPO Closing Date, (A) any PE Shareholder owns Common Shares equal to 100% of the number of such PE Shareholder’s Initial Ownership Common Shares and (B) the Company’s board of directors includes a member nominated by such PE Shareholder, then such PE Shareholder shall be entitled to one additional Demand Registration otherwise in accordance with the terms of Section 3.01 (provided that the Demand Notice required by Section 3.01(a) need only be sent by the HoldersCompany to any other PE Shareholder that satisfies the same demand requirements as the requesting PE Shareholder), which shall not be taken into account for purposes of determining whether the limit of four Demand Registrations have been effected. In addition, if, as of the fourth anniversary of the IPO Closing Date, any Shareholder owns more than 5% of the Company’s issued and outstanding Common Shares, then such Shareholder shall be entitled to one additional Demand Registration otherwise in accordance with the terms of Section 3.01 (provided that the Demand Notice required by Section 3.01(a) need only be sent by the Company to any other Shareholder that satisfies the same demand requirements as the requesting Shareholder), which shall not be taken into account for purposes of determining whether the limit of four Demand Registrations have been effected. (c) At any time prior to the effective date of the registration statement relating to a Demand Registration request pursuant to Section 3.01(a) or Section 3.01(b)(ii), a Shareholder may withdraw from the related registration by providing written notice to the Company. If sufficient Registrable Securities are so withdrawn such that the number of Registrable Securities to be included in such Demand Registration do not meet the applicable threshold(s) required for such Demand Registration pursuant to Section 3.01(a), the Company may cease all efforts to effect such Demand Registration upon such withdrawal and, upon the Company ceasing all efforts to effect registration, such Demand Registration shall be deemed revoked. Notwithstanding clause (e) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company, (ii) at the time of such withdrawal, the Shareholders shall have learned of a material adverse change in the condition, business, or prospects of the Company from the condition, business or prospects of the Company at the time of the related registration request and have promptly withdrawn the request after learning of such information, or (iii) the Requesting Shareholders reimburse the Company for all Registration Expenses (other than the expenses set forth under clause (v) of the definition thereof) incurred prior to the receipt of such revocation, pro rata among such Requesting Shareholders on the basis of the number of Registrable Securities of each such Requesting Shareholder that were to be included in the revoked Demand Registration. Notwithstanding the foregoing, if a requested registration does not meet the Proceeds Threshold, such requested registration shall not be deemed a Demand Registration or a withdrawn registration and shall not be taken into account for purposes of determining the number of Demand Registrations that have been effected. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration that is effected or, in the case of any Demand Registration that is not effected, where (i) the failure of such Demand Registration to be effected arose out of the fault of the Company or (ii) the Requesting Shareholders do not elect to pay Registration Expenses in accordance with clause (iii) of the last sentence of Section 3.01(c). For the avoidance of doubt, the Company Requesting Shareholders shall be liable for and pay all Registration Expenses (other than the expenses set forth under clause (v) of the definition thereof) in any other circumstance in connection with any Demand Registration, and, in all circumstances in connection with any Demand Registration, shall be liable for and pay all fees and out-of-pocket expenses of the Requesting Shareholders (or the agents who manage their accounts), including, but not limited to, fees and disbursements of counsel for the Requesting Shareholders and any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities. (e) A Demand Registration shall not be required deemed to register have occurred unless the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. registration statement relating thereto (bA) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration has become effective under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared remained effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety at least 30 days (90) days after or such shorter period in which all Registrable Securities of the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting Requesting Shareholders included in such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2have actually been sold thereunder). (iiif) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders If a Demand Registration involves a Public Offering and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that and the inclusion of all Registrable SharesRequesting Shareholders that, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationits view, then the number of shares of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), Securities requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among including any securities that the Holders thereof based upon the number of Series B Registrable Shares requested Company proposes to be registered by each such Holder); (B) second, all the Registrable Shares included that are not Series B Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Non-Series B Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Shares”) Securities requested to be included in such registration by all Requesting Shareholders (orallocated, if necessarynecessary for the offering not to exceed the Maximum Offering Size, such Non-Series B Registrable Shares pro rata among such Shareholders on the Holders thereof based upon basis of the relative number of Non-Series B Registrable Shares requested Securities held by each such Shareholder); and (ii) second, any securities proposed to be registered by each the Company (including for the benefit of any other Persons not party to this Agreement, with such Holder); (C) third, priorities among them as the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included Company shall determine in such registration (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 holderits sole discretion). (ivg) If Upon notice to the Initiating Holders so electRequesting Shareholders, the Company may postpone effecting a registration pursuant to this Section 3.01 on two occasions during any period of twelve consecutive months for a time period specified in the notice but not exceeding 120 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if (i) the Company determines that effecting the registration could materially and adversely affect an offering of securities of the Company or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such Registrable Shares pursuant to such registration shall notice the Company reasonably believes would not be in the form best interests of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from If, following the earlier of (i) six (6) months following the completion consummation of an IPO a merger, consolidation, tender offer, sale of assets or other disposition of the Company other than pursuant to the Merger Agreement, and (ii) ninety (90) days after the third (3rd) anniversary termination of the date of this Agreement, if Merger Agreement or the Holders representing at least a majority failure to consummate the transactions contemplated thereby regardless of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request reasons therefore, the Company shall be requested by the Investor to effect the registration under the Securities Act of Registrable Shares, then, upon the written request, delivered to the Company (which request shall specify the number of Registrable Shares under the Securities Actproposed to be included in such registration), the Company shall shall, subject to Section 2(c) below, promptly use its best efforts to effect the such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOregister. (b) Notwithstanding anything Anything contained in this Section 2 2(a) to the contrarycontrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) The the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; ), or (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) 90 days.; (ii) The the Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) 90 days after the date of a request for registration pursuant to this Section 2 2(a) if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (iA) the Company is engaged, or has fixed bona fide plans to engage file within thirty (30) 60 days of the time of such request, a registration statement in respect of a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Restricted Shares may include Registrable Shares pursuant to Section 3 or (iiB) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for a Material Transaction exists at such registration statement to be filedtime, provided, however, provided that the Company company may only so delay the filing or effectiveness of a registration statement particular Registration Statement once pursuant to clause (A) above and once pursuant to this Section 2(bclause (B) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2.in any 18-month period; and (iii) With with respect to any registration pursuant to this Section 22(a), the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the CompanyShares; providedPROVIDED, howeverHOWEVER, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in all such registrationsecurities, then the number of Registrable Shares, Primary Shares and/or and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares held by the Investor requesting that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up its Registrable Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested pursuant to be registered by each such HolderSection 2(a); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Primary Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder);; and (C) third, the Primary Other Shares; and (D) fourth, the Other Shares that are entitled to . A requested registration rights requested to under this Section 2 may be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant rescinded prior to such registration shall be in being declared effective by the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable Commission by written notice to the Company from the Investor; PROVIDED, HOWEVER, that such rescinded registration shall not count as a registration statement initiated pursuant to act as this Section 2 for purposes of clause (i) above if the lead managing underwriter or underwriters Company shall have been reimbursed for all out-of-pocket expenses incurred by the Company in connection with such offering. In rescinded registration and provided further that no request to register Registrable Securities may be made pursuant to this Section 2(a) for a period of 180 days from the date of such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingrecession.

Demand Registration. (a) At Subject to the conditions of this Section 2.1, if the Company shall receive, at any time from after the earlier of (i) three (3) years from the Closing and (ii) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary closing of the date of this AgreementInitial Offering, if the a written request from a Preferred Holder or Preferred Holders representing at least a majority holding thirty percent (30%) or more of the Registrable Shares Securities then outstanding (the “Initiating Holder(s)”), that the Company file a registration statement under the Act covering the registration of (a) with respect to any written request prior to the Initial Offering, at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percentage provided that such registration under this Section 2.1 shall have an aggregate offering price, net of underwriting discounts and commissions, of $10,000,000 or more) and (b) with respect to any written request following the Initial Offering, any amount of the Registrable Securities then outstanding, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all other Preferred Holders; (ii) subject to the limitations of this Section 2.1, use all reasonable efforts, as soon as practicable, and in any event within ninety (90) days of the receipt of such request, to file a registration statement under the Act covering all Registrable Securities which the Initiating Holder(s) request to be registered, together with all or any portion of Registrable Securities of any other Preferred Holders joining in such request as are specified in a written request delivered to the Company in accordance with Section 6.6 and received by the Company within twenty (20) days after the mailing of the Company’s notice pursuant to Section 2.1(a); and (iii) use its reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. Each such request by a Preferred Holder (other than the Initiating Holder(s)) shall specify the number of Registrable Securities proposed to be registered and the intended method of disposition thereof. The failure of any Preferred Holder (other than the Initiating Holder(s)) to respond within such twenty (20) day period referred to in clause (ii) above shall be deemed to be a waiver of such Preferred Holder’s rights under this Section 2.1 with respect to such registration, provided that any such Preferred Holder may waive its or his rights under this Section 2.1 prior to the expiration of such twenty (20) day period by giving written notice to the Company, with a copy to the Initiating Holder(s). The Preferred Holders shall be limited to a maximum of two (2) demand registrations pursuant to this Section 2.1; provided, however, that ▇▇▇▇▇ Brothers Investments (“BBI”) shall state in writing that such Holders desire maintain a right to sell Registrable Shares demand one (1) registration pursuant to this Section 2.1 in the public securities markets event that the two (2) demand registrations are made by Preferred Holders other than BBI and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the HoldersBBI does not participate in such registrations. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one (1) registration in any twelve (12) month period. A registration will not count toward the Preferred Holders’ limit of two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration registrations pursuant to this Section 2 2.1 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (iY) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include less than all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares Securities requested to be registered by each such Holder); the Preferred Holders are registered (B) second, all the except for Registrable Shares that are Securities not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such the registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form as a result of an underwritten offering. The Initiating Underwriter Carveback (as defined below)), or (Z) the registration is withdrawn at the request of the Preferred Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to when the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Preferred Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.have

Demand Registration. (ai) At any time from Commencing on the earlier of (iA) three years following the Effective Date and (B) six (6) months following the completion closing date of an IPO or Initial Public Offering, subject to the provisions of Section 4(a) and the last paragraph of Section 5, the Evercore Entities shall have the right to make four written requests (iieach, a "DEMAND") the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request on the Company to effect the registration of Registrable Shares under the Securities Act, cause the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best commercially reasonable efforts to file and cause to become be declared effective (A) more than two (2) long-a Registration Statement on the then appropriate form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act with respect to the Eligible Common Stock, provided that the expected offering price of the Eligible Common Stock requested to be registered is at least $50 million for an Initial Public Offering or any successor form thereto$20 million for a Registration Statement subsequent to an Initial Public Offering, and provided, further, that the Evercore Entities shall use reasonable efforts to sell such Eligible Common Stock requested to be registered. This Section 3(a)(i) shall be applicable for so long as the Eligible Common Stock cannot be freely transferred pursuant to which Primary Shares are to be or were sold has been filed Rule 144 under the Securities Act without the imposition of volume, manner of sale and not withdrawn or has been declared effective within the prior one hundred eighty (180) daysholding period limitations. (ii) The Company may delay Each Demand will set forth the filing or effectiveness number of any registration statement for a period shares of up Eligible Common Stock proposed to ninety (90) days after be sold by the date Evercore Entities and the intended method of a request for registration pursuant to this Section 2 if at the time distribution of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2shares. (iii) With respect In the case of an underwritten public offering of Eligible Common Stock to any registration be so registered pursuant to a registration under this Section 23(a), the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Evercore Entities and the Company in its opinion that the inclusion in such registration of some or all Registrable Sharesof such Common Stock requested to be registered (including without limitation, Primary Shares and/or Other Shares proposed Common Stock to be registered by the Company included pursuant to incidental or "piggyback" rights heretofore or hereafter granted by the Company to Persons other than the Evercore Entities) exceeds the number which can be sold in such offering without a significant adverse effect on the price, timing or distribution of the Common Stock offered (a "Significant Adverse Effect"), the number of Common Stock to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to will be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following orderreduced as set forth below: (A) firstFirst, all the Registrable Shares that are issued or issuable upon conversion number of the Series B Preferred shares of Common Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (orby the Evercore Entities shall be included in such registration, if necessaryexcept, such Series B Registrable Shares pro rata among in the Holders thereof based upon event that the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) of Common Stock requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among by the Holders thereof based upon Evercore Entities exceeds the number which, in the opinion of Non-Series B Registrable Shares requested such managing underwriter, can be sold, then the Company will include in such registration such lesser number of registrable securities which is equal to the number which, in the opinion of the managing underwriter, can be registered sold by each such Holder); (C) third, the Primary SharesEvercore Entities; and (DB) fourth, the Other Shares that are entitled to registration rights After all Common Stock requested to be included in such registration (orby the Evercore Entities have been so included, the number of shares of Common Stock requested to be included in such registration by all parties exercising "piggyback" rights shall be so included, except, if necessarythe number of shares of Common Stock included as a result of parties exercising "piggyback" rights exceeds the number which, such Other Shares in the opinion of the managing underwriter can be sold without causing a Significant Adverse Effect, the shares of Common Stock that the managing underwriter recommends can be included as Piggyback Securities in the Registration Statement without causing a Significant Adverse Effect shall be allocated pro rata among the holders thereof based upon persons requesting inclusion of Piggyback Securities in accordance with the relative number of Other Shares shares of Common Stock each person has requested to be registered by each such holder)sold. (iv) If (A) any offering or sale of Common Stock by the Initiating Holders so elect, the offering of such Registrable Shares Evercore Entities pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable a Registration Statement is not consummated due to (1) any material failure by the Company to act as perform its obligations under this Agreement or a material adverse change in its financial position or business or (2) the lead withdrawal by the Evercore Entities at any time before or after the Registration Statement has become effective, and the Evercore Entities pay the registration expenses set forth in Section 6, or (B) 20% or more of Eligible Common Stock sought to be registered by the Evercore Entities pursuant to any registration under this Section 3(a) shall be excluded from such registration by reason of the opinion of the managing underwriter or underwriters in connection that such inclusion would significantly adversely affect the price at which the securities can be sold, then the Demand with respect to which such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.Registration

Demand Registration. (a) At Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) the fourth (4th) anniversary of the Initial Closing Date or (ii) the date that is six (6) months following after the completion of an IPO or (ii) the third (3rd) anniversary closing of the date Qualified IPO, Holder(s) holding 30% or more of the issued and outstanding Registrable Securities (on an as-converted basis) may request in writing that the Company effect the Registration of the Registrable Securities. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its commercially reasonable efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after receipt of the such written request, to be Registered and/or qualified for sale and distribution in the United States. The Company shall be obligated to effect no more than three (3) Registrations pursuant to this Clause 12.1(a) that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Clause 12.1(a) is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Clause 12.1(a). (b) Registration on Form F-3 or Form S-3. The Company shall use its commercially reasonable efforts to qualify for registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and Company qualifies for registration on Form F-3 or Form S-3, any Holder may request the Company to effect the registration of Registrable Shares file a Registration Statement on Form F-3 or Form S-3, including without limitation any Registration Statement filed under the Securities ActAct providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its best commercially reasonable efforts to effect cause the registration under Registrable Securities specified in the request, together with any Registrable Securities Act of any Holder who requests in writing to join such Registration within twenty (20) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in the relevant jurisdiction within sixty (60) days of the Registrable Shares which the Company has been so requested to register by the Holdersreceipt of such request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) no more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has Registrations that have been declared and ordered effective within the prior one hundred eighty any twelve (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a 12)-month period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 Clause 12.1(b); provided that if at the time sale of such request all of the Company furnishes Registrable Securities sought to the Holders requesting such registration statement be included pursuant to this Section 2, a certificate signed by Clause 12.1(b) is not consummated for any reason other than due to the Chief Executive Officer action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holderClause 12.1(b). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this AgreementClosing (or, if earlier, the Holders representing termination of the restrictions set forth in Section 6.01(a)(i)) and prior to the later of (x) the tenth anniversary of the Closing and (y) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act10%, the Company shall promptly use its best efforts to effect the registration under the Securities Act of all or any portion of the Registrable Shares Securities of the Investor Group in connection with which the Company has been so requested received a request (a registration pursuant to register by any such request, a “Demand Registration”) from the HoldersInvestor. For Any such request shall specify the avoidance intended method of doubtdisposition thereof, and the Company shall not be required use commercially reasonable efforts to register effect, as soon as reasonably practicable thereafter, the sale or re-sale registration under the Securities Act of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in all Registrable Securities for which the Investor has requested registration under this Section 2 5.01(a) to the contrary, extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Company shall not be obligated to effect more than one Demand Registration hereunder within any registration under the Securities Act except in accordance with the following provisions: twelve-month period (other than (i) The Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor form), which shall not exceed two Demand Registrations within any twelve-month period, or (ii) Demand Registrations pursuant to the Shelf Registration, for which an unlimited number of Demand Registrations shall be permitted); and provided, further, that the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at effect a Demand Registration unless the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are proceeds expected to be or were sold has been filed and not withdrawn or has been declared effective within received from the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) sale of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), Securities requested to be included in such registration (or, if necessary, Demand Registration equals or exceeds $5,000,000. “Registering Investor” means the Investor or any Investor Group Member on whose behalf such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested Securities are to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one Section 5.01 or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingSection 5.02 hereof.

Demand Registration. (a) At After the closing of an underwritten offering of the Common Stock, if at any time from the earlier Company is requested in writing by the holders of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary not less than 67% of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts Registration Stock to effect the registration under the Securities Act of at least 33 1/3% of the Registrable Shares Registration Stock, the Company shall promptly give written notice of such proposed registration to all record holders of Registration Stock. Such holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registration Stock as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on a form of general use under the Securities Act, of all shares of Registration Stock which the Company has been so requested to register register; provided, however, that if the holders of not less than 67% of the Registration Stock shall so request (and at least 50% of the Registration Stock is being registered), the Company shall file such registration statement pursuant to Rule 415 or any successor rule or regulation under the Securities Act, so as to permit the continuous or delayed offering of the Registration Stock in accordance with the intended method of disposition specified in the notice of the exercise of rights under this Section 8.2(a), to the extent such offering qualifies under such rule or regulation, but in no event shall the Company be required to maintain the effectiveness of such registration statement beyond a two year period. The Company shall be obligated to cause to become effective one registration statement pursuant to which Registration Stock is sold under this Section 8.2(a). (b) In addition and not in limitation of the rights set forth in Sections 8.1(b) and 8.2(a), at such time as the Company shall have qualified for the use of a short form Form S-3 in an offering solely for the accounts of persons other than the Company (or any similar form or forms promulgated by the Holders. For the avoidance of doubtSecurities and Exchange Commission), the holders of not less than 67% of the Registration Stock shall have the right to request an unlimited number of registrations on Form S-3 or other similar forms. Holders shall have the right, by giving written notice to the Company within 20 days from receipt of notice from the Company of such request, to elect to have included in such registration such of their Registration Stock as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-3 of all shares of Registration Stock which the Company has been requested to register. The Company shall not be required to register the sale or re-sale of effect any True-Up Shares or Conversion True-Up Shares in an IPOsuch registration more than once every twelve months. Registrations effected on Form S-3 shall not be considered to be demand registrations pursuant to Section 8.2(a) hereof. (bc) The Company may include in a registration requested under this Section 8.2 any additional authorized shares of the Common Stock of the Company, whether or not issued, for sale by the Company or for sale by others; provided, however, that such shares shall not be included to the extent that the holders of a majority of the shares of Registration Stock included therein determine in good faith that the inclusion of such shares will interfere with the successful marketing of the shares of Registration Stock to be included therein; and, provided, further, that, upon the election of the holders of a majority of the shares of Registration Stock included therein, or if the number of shares to be so included equals or exceeds the number of shares of Registration Stock included therein by the holders of Registration Stock, such registration shall be deemed to be a registration pursuant to Section 8.1(b) hereof. (d) The underwriter and the terms of the underwriting for any registration pursuant to this Section 8.2 shall be mutually acceptable to the Company and the Investor. (e) Notwithstanding anything contained in this Section 2 Agreement to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company reserves the right to delay any such registration pursuant to Section 8 for a period of not more than sixty days, or to withhold efforts to cause such registration statement to become effective for a period of not more than sixty days, if the Board of Directors of the Company determines in good faith that such registration might (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company, or (B) involve initial or continuing disclosure obligations materially adverse to the best interests of the Company's shareholders. If, after a registration statement becomes effective, the Company advises the holders of the Registration Stock covered by such registration statement that the Company considers it appropriate for the registration statement to be amended, the holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended. The time periods referred to in this Section 8 shall be extended for an additional number of business days during which the rights to sell shares was suspended. (ii) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand a registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under 8.2 within three months after the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness date of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in under which the holders of Registrable Shares may include Registrable Shares piggyback rights were granted pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 28.1. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from Subject to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date conditions of this AgreementSection 2.1, if the Company shall receive a written request from the Holders representing of at least a majority fifty percent (50%) of the Registrable Shares then outstanding Securities (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the file a registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration statement on Form S-1 or Form F-1 under the Securities Act with an aggregate offering price, net of Selling Expenses, in excess of $15,000,000, 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 this Section 2.1, effect, as expeditiously as reasonably possible, and in any event within sixty (60) days of the receipt of such request, make an initial filing with the SEC of a registration statement under the Securities Act (or, if eligible, a draft registration statement) of all Registrable Shares which the Company has been so requested Securities that all Holders request to register by the Holders. For the avoidance of doubt, the be registered. (b) The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in effect a registration pursuant to this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions2.1: (i) The prior to the 181st day following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than has effected two (2) long-form registration statements initiated registrations pursuant to this Section 2(a2.1, and such registrations have been declared or ordered effective; (iii) during the period starting with the date thirty (other than those on form S-3 as set forth in Section 430) at days prior to the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at good faith estimate of the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price date of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than filing of, and ending on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to date ninety (90) days after following the effective date of the registration statement pertaining to a request for registration Company-initiated public offering, other than pursuant to this Section 2 if at the time of such request a Special Registration Statement; provided that the Company furnishes makes reasonable good faith efforts to the Holders requesting cause such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that become effective; (iiv) the Company is engaged, or has fixed plans to engage if within thirty (30) days of the time receipt of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares written request from Initiating Holders pursuant to Section 3 or (ii) 2.2(a), the Board has reasonably determined in its good faith judgment that it would be seriously detrimental Company gives notice to the Company and its stockholders for such Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to be filed, provided, however, that a Special Registration Statement within sixty (60) days from the date of the initial request from the Initiating Holders; (v) if the Company may only delay the filing or effectiveness of shall furnish to Holders requesting a registration statement pursuant to this Section 2(b2.1 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be effected at such time because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) 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 total period of one hundred and twenty not more than forty-five (12045) days after receipt of the date request of the Initiating Holders; provided that such right to delay a request for registration pursuant to this Section 2. shall be exercised by the Company not more than once in any twelve (iii12) With respect to any registration pursuant to this Section 2month period, and provided further that the Company shall give notice not register any securities for its own account or that of any other stockholder during such forty-five (45) day period other than pursuant to a Special Registration Statement; or (vi) if the initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 2.3 below. A registration to all Holders that are shall not Initiating Holders and be counted as “effected” for purposes of this Subsection 2.1(b) until such time as the holders of all Other Shares that are entitled to applicable registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice statement has been declared effective by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)SEC. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from If the earlier Company has exercised the 2010 Consideration Substitute Right pursuant to Clause 7.1.2 of the Option Agreement, the Company shall, in accordance with Article IV below and subject to Section 2.8 below, either (i) six (6) months following file a registration statement under the completion Securities Act with the Commission to register under the Securities Act that number of an IPO Registrable Securities that the Company determines represents the maximum number of Registrable Securities that will be issued as the Stock Settlement Amount, or (ii) file with the third Commission a prospectus supplement (3rdthe “Prospectus Supplement”) anniversary to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) to register such number of Registrable Securities, but, in each case, only to the date extent that the Shareholders have complied with their obligations under Sections 2.6 and 6.1 below (a “Registration”). Subject to Section 2.8 below, the Company shall use its reasonable best efforts to cause the Registrable Securities to be registered for resale by the Shareholders under the Securities Act on the Required Registration Date. For purposes of this Agreement, the “Required Registration Date” means (x) June 1, 2010, in the event that the Shareholders do not advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3, (y) June 8, 2010, in the event that the Shareholders advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3 and (z) in the case of the issuance of Deferred Shares, the dates that are (A) the 16th day after the issuance of such Deferred Shares, in the event that the Shareholders do not advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3 and (B) the 23rd day after the issuance of such Deferred Shares, in the event that the Shareholders advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3; provided however, that such Required Registration Date shall be extended by one day for each day the Shareholders have not complied with their obligations under Sections 2.6 and 6.1 below and provided further that if the Holders representing at least a majority Shareholders have advised the Company that they intend to distribute Registrable Securities by means of an underwriting, and if the Registrable Securities have not been registered in connection therewith under the Securites Act prior to 7:00 a.m. (NY time) on June 8, 2009 (or the 23rd day after the issuance of the Deferred Shares, as the case may be) for any reason whatsoever, then notwithstanding any provision of this Agreement which requires CEDC to take action or assist or cooperate in respect of an underwritten offering, CEDC shall be entitled to file the Registration Statement or Prospectus Supplement contemplated by the first sentence of this Section 2.1 as if such request for an underwritten offering had not been made. It is understood and agreed that the sole remedy of the Shareholders with respect to a failure to file or cause the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire Securities to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration be registered under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale on or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 prior to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as Required Registration Date is set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer Clause 7.2 of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2Option Agreement. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At If at any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) second anniversary of the date of this Agreement, if the Holders representing Company shall receive either— (i) in the event there has not been the First Public Offering, a request from at least two (2) Initial Standby Purchasers that are not Affiliates of each other (but regarding affiliated Initial Standby Purchasers as a majority single Initial Standby Purchaser for these purposes) that hold in the aggregate fifteen percent (15%) or more of the Registrable Shares then outstanding Common Stock, with at least two (2) of such Initial Standby Purchasers holding, individually, at least five percent (5%) or more of the then outstanding Common Stock, or (ii) in the event there has been the First Public Offering, (1) a request from one or more Initial Standby Purchasers holding in the aggregate six percent (6%) or more of the then outstanding Common Stock or (2) a request from one or more Standby Purchasers holding in the aggregate ten percent (10%) or more of the then outstanding Common Stock (any Standby Purchaser or Purchasers making the request pursuant to clause (i) or (ii), a “Initiating HoldersRequesting Stockholder”) shall state that, in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Acteach case, the Company shall promptly use its best efforts to effect the registration under the Securities Act of all or any portion of such Requesting Stockholders’ Registrable Securities, and specifying the intended method of disposition thereof (which may include a Shelf Registration provided that the Company is eligible to use Rule 415 for the purposes thereof), then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least five (5) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Standby Purchasers and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Shares Securities for which the Requesting Stockholders have requested registration under this Section 2.01, and (ii) subject to the restrictions set forth in Sections 2.01(h) and Section 2.09, all other Registrable Securities that any other Standby Purchaser (all such other Standby Purchasers, together with the Requesting Standby Purchasers, the “Registering Stockholders”) have requested the Company has been so requested to register by the Holders. For the avoidance of doubt, request received by the Company shall not within the relevant Registration Request Period, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be required registered, provided that if such registration involves an underwritten Public Offering, all such Standby Purchasers requesting to register be included in the sale or re-sale of any True-Up Shares or Conversion True-Up Shares registration must sell their Registrable Securities to the underwriters selected as provided in an IPOSection 2.04(f) on the same terms and conditions as apply to the Requesting Stockholders. (b) Notwithstanding anything contained in this Section 2 Subject to the contrary2.01(e), the Company shall not be obligated to effect any registration under more than five Demand Registrations, provided that the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts effect a Demand Registration unless the aggregate market price or fair value on the date of such request of the Registrable Securities requested to file and cause be included in such Demand Registration equals or exceeds $40,000,000. In no event shall the Company be required to become effective (A) effect more than two one Demand Registration hereunder within any six-month period. (2c) long-form The Company will from time to time as appropriate notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statements initiated pursuant statement relating to Section 2(asuch registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (other than those on form S-3 in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Requesting Stockholders reimburse the Company for all Registration Expenses of such revoked request. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 42.01(c). (e) at Unless otherwise agreed with the Requesting Stockholders, any registration of the Company’s expense; (B) more than two (2) long-form registration statements initiated Common Stock pursuant to this Section 2(a2.01 shall be effected solely for the purpose of registering the offer and sale of the Common Stock held by the Registering Stockholders and shall not be effected for any offer or sale by the Company of securities by the Company. (f) If requested by one or more Standby Purchasers holding in the aggregate fifteen (15%) or more of the then outstanding Common Stock, the Company shall use its reasonable best efforts to have the Common Stock listed on a national securities exchange (including The Nasdaq Stock Market LLC) or quoted on the bulletin board of the NASD, so long as the Company is at the Holders’ expense; time subject to the reporting requirements under the Exchange Act, whether or not as a result of a Demand Registration, and otherwise qualifies for such listing or quotation. (Cg) any demand A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement pursuant to Section 2(arelating thereto (A) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days, or in the case of a Shelf Registration, two years (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any successor form theretostop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) pursuant to which Primary Shares are to be or were less than 50% of the Registrable Securities included in such registration statement have been sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days.thereunder; or (ii) The Company may delay if the filing or effectiveness Maximum Offering Size is reduced in accordance with Section 2.01(h) such that less than 50% of any registration statement for a period the Registrable Securities of up the Requesting Stockholders sought to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting be included in such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2are included. (iiih) With respect If a Demand Registration involves an underwritten Public Offering (including any Shelf Registration used to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders effect a Public Offering) and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that and the inclusion of all Registrable SharesRequesting Stockholders that, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationits view, then the number of shares of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), Securities requested to be included in such registration (or, if necessary, such Series B including any securities that the Company proposes to be included that are not Registrable Shares pro rata among Securities) exceeds the Holders thereof based upon the largest number of Series B shares that can be sold without having a material adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Shares Securities requested to be registered by each any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holder); (B) second, all entities on the basis of the relative number of Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) Securities so requested to be included in such registration by each), and (orii) second, if necessarysubject to Section 2.01(e), such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested any securities proposed to be registered by each such Holder); (C) third, for the Primary Shares; and (D) fourth, account of the Other Shares that are entitled to registration rights requested to be included in such registration (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)Company. (ivi) If the Initiating Holders so electUpon notice to each Registering Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding thirty (30) days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which would be required by the registration during the period specified in such Registrable Shares pursuant to such registration shall notice the Company reasonably believes would not be in the form best interests of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At If at any time from prior to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) fifth anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request Agreement the Company to effect shall receive from a Purchaser a written request (a "Demand Request") that the Company register on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form of registration of Registrable Shares under the Securities Act, or, if available, on Form S-3 or any successor form of registration under the Securities Act (or if such form is not available, any registration statement form then available to the Company) Registrable Securities, then the Company shall (a) promptly given written notice to the other Purchaser of the Demand request and (b) prepare and file with the Commission as soon as practicable, but in no event later than forty-five (45) days after receipt of such Demand Request, a registration statement (a "Demand Registration Statement") to effect such registration. The Company shall use its best efforts to effect cause the registration under the Registrable Securities Act specified in such Demand Request, together with all of such portion of the Registrable Shares which Securities of the other Purchaser joining in such request as are specified in a written request within 10 days after receipt of such written notice from the Company, (collectively, the "Demand Registrable Securities") to become or be declared effective as soon as practicable. The Company has been so requested shall provide copies of all correspondence to, and from, the Commission within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than the lesser of all of the Registrable Securities then owned by the Holders. For Purchaser or $5 million (or Registrable Securities having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. other Purchaser); (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then specify the number of Demand Registrable Shares, Primary Shares and/or Other Shares proposed Securities intended to be included in such registration shall be included in offered and sold by the following order: Purchaser pursuant thereto; (Ac) first, all express the Registrable Shares that are issued or issuable upon conversion present intention of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject Purchaser to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, offer or cause the offering of such Demand Registrable Shares Securities pursuant to such registration shall be Demand Registration Statement, (d) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether the form Purchaser plans to effect such distribution by means of an underwritten offering. The Initiating Holders shall); (e) identify the proposed Demand Managing Underwriter, at their option, select one or more nationally prominent firms if any; and (f) contain the undertaking of investment bankers reasonably acceptable the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to act as comply with all applicable requirements of the lead managing underwriter or underwriters in connection with such offering. In such eventSecurities Act, the right Exchange Act and the rules and Regulations of the Commission thereunder, and to obtain any Person to include desired acceleration of the effective date of such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingDemand Registration Statement.

Demand Registration. (a) At If at any time the Company shall receive a request from FP; or (b) if at any time (but only once and provided the earlier right in subsection (c) below has not previously been exercised) during the period beginning on June 29, 2008 and ending on December 29, 2009, the Company shall receive a request from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as agent for the ▇▇▇▇▇▇ Stockholders; or (c) if at any time following the later of (i) six (6) months following the completion of an IPO or December 29, 2006 and (ii) the third day ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ becomes a Non-Employee (3rdas defined herein) anniversary (but only once, and provided the right in subsection (b) above has not been exercised, and provided further that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has ceased to be (A) an employee or (B) a director, provided that he has not ceased to be a director either because he was not elected by the Company's stockholders after having been nominated to stand for election or because he declined to stand for election (in either A or B, a “Non-Employee”), of the Company) at any time during the period beginning on the date of this Agreementhereof and ending on June 28, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act2008, the Company shall promptly use its best efforts to receive a request from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as agent for the ▇▇▇▇▇▇ Stockholders that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (provided however, that any sales made pursuant to a request under Section 2.01(c) may only be effected up to the maximum number of shares that may be sold pursuant to Section 3 of the Lockup Agreement), and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use all reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Shares Securities for which the Requesting Stockholder has requested registration under this Section 2.01, and (ii) subject to the restrictions set forth in Sections 2.01(g) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholder that any other Stockholders with rights to request registration under Section 2.02 (all such Stockholders, together with the Requesting Stockholder, the “Registering Stockholders”) have requested the Company has been so requested to register by the Holders. For the avoidance of doubt, request received by the Company shall not be required to register within 15 Business Days after such Stockholders receive the sale or re-sale Company’s notice of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 the Demand Registration, all to the contraryextent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that the Company shall not be obligated to effect any a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $5,000,000, and provided, further, that the Company shall not be required to effect a Demand Registration pursuant to subsection (b) hereof pursuant to Rule 415 (or its successor provision) and provided, further, that a registration pursuant to subsection (c) shall be, if so requested, pursuant to Rule 415 (or its successor provision) under the Securities Act except Act. In no event shall the Company be required to effect more than one Demand Registration hereunder within any ninety day period. (d) Promptly after the expiration of the 15-Business Day period referred to in accordance Section 2.01(c)(ii), the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (e) The Company shall be liable for and pay all Registration Expenses in connection with the following provisionsany Demand Registration, regardless of whether such Registration is effected. (f) A Demand Registration shall not be deemed to have occurred: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective unless the registration statement relating thereto (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any successor form theretostop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) pursuant to which Primary Shares are to be or were less than 75% of the Registrable Securities included in such registration statement have been sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days.thereunder; or (ii) The Company may delay if the filing or effectiveness Maximum Offering Size is reduced in accordance with Section 2.01(g) such that less than 66 2 / 3 % of any registration statement for a period the Registrable Securities of up the Requesting Stockholders sought to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting be included in such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2are included. (iiig) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders If a Demand Registration involves an underwritten Public Offering and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that and the inclusion of all Registrable SharesRequesting Stockholders that, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationits view, then the number of shares of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), Securities requested to be included in such registration (or, if necessary, such Series B including any securities that the Company proposes to be included that are not Registrable Shares pro rata among Securities) exceeds the Holders thereof based upon the largest number of Series B shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) First, all Registrable Shares Securities requested to be registered by each such Holder)the Requesting Stockholder; (Bii) second, all the other Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) Securities requested to be included in such registration by any Registering Stockholder (orallocated, if necessarynecessary for the offering not to exceed the Maximum Offering Size, such Non-Series B Registrable Shares pro rata among such other Stockholders on the Holders thereof based upon basis of the relative number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights Securities so requested to be included in such registration by each such Stockholder); and (oriii) third, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested any securities proposed to be registered by each such holder)the Company. (ivh) If the Initiating Holders so electUpon notice to each Requesting Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Registrable Shares pursuant to Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such registration shall notice the Company reasonably believes would not be in the form reasonable interests of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At If the Company shall receive from any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary member of the date of this AgreementSnow ▇▇▇▇▇▇ Group or the TOBI Group (each, if a “Requesting Equity Holder”) a written request that the Holders representing at least Company effect a majority registration with respect to all or a part of the Registrable Shares held by such Requesting Equity Holder (a “Demand Registration”, which term shall include any Marketed Underwritten Demand Registration and demands for a Marketed Underwritten Takedown Offering), then outstanding the Company will: (i) within ten (10) days after the date of such request, give written notice of the proposed registration to all Equity Holders (other than the Requesting Equity Holder) and the holders of Other Shares; and (ii) use commercially reasonable efforts to, as soon as practicable, effect such registration which shall, in the case of a secondary offering, be on Form S-3 if the Company is qualified for registration on Form S-3 under the Securities Act (or any comparable or successor form or forms thereto) (“Initiating HoldersForm S-3”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request if the Company to effect the is not qualified for registration of Registrable Shares on Form S-3 at such time, on Form S-1 under the Securities Act) (“Form S-1”) (including, without limitation, the Company shall promptly use its best efforts execution of an undertaking to effect the registration file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of the all of such Registrable Shares which as are specified in such request, together with all or such portion of (A) the other Registrable Shares joining in such request as are specified in a written request from any Equity Holder received by the Company, (B) any Other Shares entitled to participate therein as are specified in a written request from the holders of such Other Shares received by the Company, and/or (C) any Primary Shares proposed to be included in such registration by the Company has been so requested to register by the Holders. For the avoidance of doubt, notice from the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contraryRequesting Equity Holder, in each case within twenty (20) days after written notice from the Company is given under Section 2(a)(i) above; provided that the Company shall not be obligated to effect effect, or take any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated action to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) effect, any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for such registration pursuant to this Section 2 if at the time of such request 2(a): (1) In any particular jurisdiction in which the Company furnishes 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 applicable rules or regulations thereunder; (2) If the Company shall furnish to the Holders requesting such registration statement pursuant to this Section 2, Requesting Equity Holder a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that in the reasonable discretion of the Company the registration statement (i) would require the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 make an Adverse Disclosure or (ii) the Board has reasonably determined in its good faith judgment that it would could not be seriously detrimental to effected by the Company in compliance with the applicable financial statement requirements under applicable securities laws, the Company’s obligation to use its reasonable best efforts to comply with this Section 2(a), and its stockholders for such registration statement to related obligations under Section 5, shall be filed, provided, however, deferred (provided that the Company may shall only delay the filing or effectiveness of a registration statement be permitted two deferrals pursuant to this Section 2(a)(ii)(2) and Section 2(d)(iv), in the aggregate, in any twelve-month period, with such deferrals not to exceed an aggregate of 90 days); (3) If the Requesting Equity Holder and its Group propose to register Registrable Shares at an expected offering price, net of underwriter discounts and commissions, of less than $10,000,000 (net of Registration Expenses) in the aggregate; provided that this clause (4) shall not apply to a Shelf Registration covering an unspecified number of shares in accordance with Section 2(b); or (4) With respect to registrations on Form S-3, in excess of an aggregate of more than four (4) Demand Registrations and/or Takedown Demands (as defined herein) in any calendar year or in excess of one Demand Registration or Takedown Demand per calendar quarter, excluding any Demand Registrations and Takedown Demands that are terminated in accordance with Section 2(b) for a total below; or (5) With respect to registrations on Form S-1, in excess of one hundred and twenty (1201) days after Demand Registration in any calendar year. Subject to the date provisions of a Section 2(e) below, the Company may, in its sole discretion, include Other Shares in the registration statement filed pursuant to the request for registration of the Requesting Equity Holders pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from 2.1 Registration other than on Form F-3 or Form S-3. Subject to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date terms of this Agreement, if at any time after the Holders representing fourth (4th) anniversary of November 6, 2019, Holder(s) holding at least a majority 10% or more of the issued and outstanding Registrable Shares then outstanding Securities (the “Initiating Holders”on an as-converted basis) shall state may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration a Registration of Registrable Shares under the Securities Acton any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall promptly (x) within ten (10) Business Days of the receipt of such written request give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its best efforts to effect cause the registration under Registrable Securities specified in the request, together with any Registrable Securities Act of any Holder who requests in writing to join such Registration within twenty (20) days after receipt of the Registrable Shares which such written request, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Company has been so requested to register by the HoldersInitiating Holders may request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) no more than two three (23) long-form registration statements initiated Registrations pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at 2.1 hereof that have been declared and ordered effective; provided that if the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at sale of all of the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Registrable Securities Act or any successor form thereto) pursuant to which Primary Shares are sought to be or were sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration included pursuant to this Section 2 if at the time of such request the Company furnishes 2.1 hereof is not consummated for any reason other than due to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares Registration rights granted pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 22.1 hereof. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six (6Subject in all cases to Section II.2(a)(iii) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreementbelow, at any time beginning on June 1, 2007, if the Holders representing at least Company shall have been requested in writing (a majority of the Registrable Shares then outstanding (the “Initiating HoldersRegistration Request”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts by a Prentice Investor or a Laminar Investor to effect the registration under the Securities 1933 Act of shares of Registrable Securities (the “Requesting Stockholders”), then the Company shall: (1) within ten (10) days of the receipt of such Registration Request (but in no event prior to June 1, 2007), give written notice of such request to all Investors other than the Requesting Stockholders describing the terms of such request; and (2) use its reasonable efforts to file, as soon as practicable on or after June 1, 2007, a Registration Statement under the 1933 Act for the sale of (x) all Registrable Shares Securities for which the Requesting Stockholders shall have requested registration under this Section II.2(a) and (y) all other Registrable Securities that any Investors with rights to request registration under Section II.2(b) have requested the Company has been so requested to register include in such registration by request received by the Holders. For Company within 15 days after such Persons receive the avoidance Company’s notice, subject to the limitation of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOparagraph (v) below. (bii) Any Registration Request will specify (i) the number of Registrable Securities proposed to be sold and (ii) the intended method of distribution thereof. (iii) Notwithstanding anything contained in this the provisions of Section 2 to the contraryII.2(a)(i), the Company shall not be obligated to effect file or cause to become effective any Registration Statement relating to a Registration Request unless Investors holding at least two-thirds of the outstanding Registrable Securities shall have elected to participate in such offering pursuant to such Registration Statement, and such registration under shall include at least 1,000,000 shares of Registrable Securities. In addition, notwithstanding the Securities Act except in accordance with provisions of Section II.2(a)(i), the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective more than three Registration Statements pursuant to Section II.2(a)(i). In addition, notwithstanding the provisions of Section II.2(a)(i), the Company shall not be obligated to file a Registration Statement relating to any Registration Request: (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at within a period of 60 days after the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price effective date of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement of the Company (other than a registration statement on Form S-4 or S-8 promulgated under the Securities Act or any successor or other form theretohereafter promulgated for similar purposes) pursuant to which Primary Shares are to or (B) while a registration statement contemplated by Section 2(d) is effective under the 1933 Act. A Registration Statement shall not be or were sold has been filed and not withdrawn or counted for purposes of the foregoing until such time as such Registration Statement has been declared effective within by the prior one hundred eighty (180) daysCommission. (iiiv) The Company may delay shall select the filing or effectiveness of any registration statement form for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2II.2(a)(i); provided that the prospectus included in a Registration Statement for an Underwritten Offering shall include such information required by Form S-1 (or any successor form) as the managing Underwriters may reasonably request. (v) In the event of an Underwritten Offering, the Company Company, together with all Investors proposing to distribute their securities through such underwriting in accordance with this Agreement (the “Participating Stockholders”), shall give notice of such registration enter into an underwriting agreement in customary form and reasonably satisfactory to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in with the managing Underwriter(s) selected for such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice underwriting by the Requesting Stockholders, which Underwriter(s) shall be reasonably acceptable to the Company; provided. Notwithstanding any other provision hereof, however, that if the managing underwriter Underwriter(s) advises the Company and the Participating Stockholders in writing that because the inclusion number of shares requested by the Participating Stockholders to be included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Requesting Stockholders or that marketing factors require a limitation of the number of shares to be underwritten on behalf of the Participating Stockholders (the “Underwritten Registration Cutback”), and such Underwritten Registration Cutback results in less than all of the Registrable Shares, Primary Shares and/or Other Shares proposed Securities of the Participating Stockholders that are requested to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to actually be included in such registration, then the Company will include in such registration, a number of shares which the Company is so advised can be sold in (or during the time of) such offering without such interference or affect on the price or sale, such number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares Securities shared pro rata among all of the Holders thereof Participating Stockholders based upon on the total number of Series B Registrable Shares requested to be registered Securities held by each such Holder); (B) second, all the Registrable Shares that are Participating Stockholder and shall not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right include any securities of any Person to include such other Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with , including without limitation the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. Upon receipt of a written request (aa “Demand Request”) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least Investors holding a majority of the Registrable Shares then outstanding (Securities, which Demand Request shall set forth the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration number of Registrable Shares under Securities the Securities ActInvestors are seeking to have registered, the Company shall promptly use prepare and file with the SEC as soon as practicable, but in no event later than sixty (60) days from the date of its best efforts receipt of a Demand Request, a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the registration Registrable Securities) covering the resale of the Registrable Securities which are the subject of the Demand Request. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of the Registrable Shares which the Company has been so requested additional shares of Common Stock as may become issuable to register by the Holdersprevent dilution resulting from stock splits, stock dividends or similar transactions. For the avoidance of doubt, the Company The Investors shall not be required entitled to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. make more than six (b6) Notwithstanding anything contained in Demand Requests pursuant to this Section 2 to the contraryAgreement; provided, however, the Company Investors shall not be obligated entitled to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) make more than two (2) long-form Demand Requests during any twelve (12) month period. A registration statements initiated request pursuant to this Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form shall not be deemed to have been effected and shall not be considered a demand registration statements initiated which may be requested pursuant to this Section 2(a) at the Holders’ expense; (C) any demand unless a registration statement filed pursuant to this Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2SEC. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) date that is six (6) months following after the completion of an IPO or (ii) the third (3rd) anniversary closing of the date of this AgreementIPO, if the Holders representing at least a majority holding twenty-five percent (25%) or more of the voting power of the then issued and outstanding Registrable Shares then outstanding (the “Initiating Holders”) shall state Securities held by all Holders may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company effect a Registration on any internationally recognized exchange that is reasonably acceptable to effect the registration such requesting Holders. Upon receipt of Registrable Shares under the Securities Actsuch a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its best commercially reasonable efforts to effect cause the registration under Registrable Securities specified in the request, together with any Registrable Securities Act of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to consummate no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are not fully included in the Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubtSecurities in such Registration, the Company such Registration shall not be required deemed to register constitute one of the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in Registration rights granted pursuant to this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) 2.1. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1 unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$50,000,000 and at least 10% of the Registrable Securities then issued and outstanding shall participate in such Registration. 2.2 Registration on Form F-3 or Form S-3. The Company shall use its best commercially reasonable efforts to file qualify for registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), Holders holding 10% or more of the voting power of the then issued and outstanding Registrable Securities held by all Holders may request the Company in writing to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its commercially reasonable efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to become effective join such Registration within fifteen (A15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. The Company shall be obligated to consummate no more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has Registrations that have been declared and ordered effective within the prior one hundred eighty any twelve (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a 12)-month period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 2.2; provided that if at the time of such request Registrable Securities sought to be included in the Company furnishes to the Holders requesting such registration statement Registration pursuant to this Section 2, a certificate signed by 2.2 are not fully included in such Registration for any reason other than solely due to the Chief Executive Officer action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration 2.2. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, 2.2 unless the Company shall give notice of such registration to all Holders aggregate proceeds from the offering that are not Initiating Holders and is the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days subject of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Registration exceeds US$50,000,000. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. 2.1. Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, any Holder(s) that individually or jointly hold at least five percent (a5%) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date voting power of the then outstanding Shares may request the Company in writing that the Company effect a Registration. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1. 2.2. Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Holders representing at least Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a majority of jurisdiction other than the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and United States), any Holder may request the Company to effect file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including without limitation any registration of Registrable Shares statement filed under the Securities ActAct providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its reasonable best efforts to effect the registration under the Securities Act of cause the Registrable Shares which Securities specified in the Company has been so requested request, together with any Registrable Securities of any Holder who requests in writing to register by join such Registration within fifteen (15) days after the HoldersCompany’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) no more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has Registrations that have been declared and ordered effective within the prior one hundred eighty any twelve (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a 12)-month period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 2.2; provided that if at the time sale of such request all of the Company furnishes Registrable Securities sought to the Holders requesting such registration statement be included pursuant to this Section 2, a certificate signed by 2.2 is not consummated for any reason other than due to the Chief Executive Officer action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 22.2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. Subject to the terms of this Agreement, in the ------------------- event that prior to a date three years after the date of this Agreement (athe "Demand Expiration Date"), the Company shall receive from the Holders of Shares representing at least seventy-five percent (75%) At of the Registrable Securities then outstanding, at any time from the earlier of (i) after six (6) months following after the completion of an IPO or (ii) the third (3rd) anniversary effective date of the date of this Agreementregistration statement covering the Company's initial public offering, if the Holders representing a written notice that it or they intend to offer or cause to be offered for public sale at least a majority fifty percent (50%) of the Registrable Shares Securities then outstanding (or any lesser percentage if the “Initiating Holders”) shall state in writing that such Holders desire aggregate offering price to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Actis greater than $5,000,000), the Company shall promptly will so notify all Holders. Upon written request of any Holder given within fifteen (15) days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to effect cause such of the registration Registrable Securities as may be requested by any Holder (including the Holder giving the initial notice of intent to offer) to be registered under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holdersas expeditiously as possible (a "Demand Registration"). For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. effect more than one (b1) Notwithstanding anything contained in Demand Registration pursuant to this Section 2 6.3. If (i) in the good faith judgment of the Board of Directors of the Company, a Demand Registration would be materially detrimental to the contraryCompany and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) the Company shall not furnish to each Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be obligated materially detrimental to effect any the Company for such registration under statement to be filed in the Securities Act except in accordance with near future, then the following provisions: (i) The Company shall not have the right to defer such filing for the period during which such Demand Registration would be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at materially detrimental, provided that the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay not defer the filing or effectiveness of any registration statement for a period of up to more than ninety (90) days after receipt of the date of a request for registration pursuant to this Section 2 if at a Demand Registration, and more than once in any 12-month period. In the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, event that the Company may only delay the filing or effectiveness of elects to defer a registration statement pursuant Demand Registration to this Section 2(b) for a total of one hundred and twenty (120) days date occurring after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2Demand Expiration Date, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration Demand Expiration Date shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in extended until such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act time as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingDemand Registration is complete.

Demand Registration. (a) At Subject to the other provisions of this Section 2.1, Section 2.8 and Section 2.9, if, at any time or from time to time following the earlier Eligibility Date (but in no event within three months after the effective date of any registration of the Company’s securities, other than registrations on Form ▇-▇, ▇▇▇▇ ▇-▇ or comparable or successor forms and other than registrations for the account of selling stockholders on Form S-3 or a comparable or successor form), the Company shall receive a written request (specifying that it is being made pursuant to this Section 2.1) from (i) six (6) months following the completion Holders of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Series A Registrable Shares Securities and Series B Registrable Securities, considered together, or (ii) Holders of Series C Registrable Securities that the Company file a registration statement under the Act covering the registration for offer and sale of at least thirty percent (30%) of, in the case of clause (i) above, all Series A Registrable Securities and Series B Registrable Securities, considered together, and at least thirty percent (30%) of, in the case of clause (ii) above, all Series C Registrable Securities, then outstanding the Company shall, within ten (the “Initiating Holders”10) shall state business days notify in writing that all other Holders of such Holders desire to sell request. Within twenty (20) calendar days after such notice has been sent by the Company, any other Holder of Series A Registrable Shares Securities or Series B Registrable Securities, in the public securities markets case of clause (i) above, and request any other Holder of Series C Registrable Securities, in the case of clause (ii) above, may give written notice to the Company of its intent to effect include its Registrable Securities in the registration registration, which notice shall specify the number of Registrable Shares under Securities to be included. As soon as practicable after the Securities Actexpiration of such 20-day period, the Company shall use its best efforts to cause all Registrable Securities that Holders have requested be registered to be registered under the Act. The Holders may, if they so desire, individually or collectively condition their request or participation on price or other market terms being available at the time of registration. (b) Notwithstanding the provisions of Section 2.1(a) and Section 2.3, if the Board, in its good faith judgment, determines by written resolution that any registration of Registrable Securities should not be made or continued because it would materially and detrimentally interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its subsidiaries or any registration that the Company has already taken definite and substantial steps toward effecting, or would otherwise be materially detrimental to the stockholders of the Company (a “Valid Business Reason”), the Company may postpone filing a registration statement request under Section 2.1(a) or 2.3 until such Valid Business Reason no longer exists, but in no event for more than 90 days or more than once in any twelve-month period, and, in the event a registration statement has been filed relating to a registration request under Section 2.1(a) or Section 2.3, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. (c) Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to Section 2.1(b), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) or Section 2.3, the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement), use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register Securities covered by the Holders. For withdrawn or postponed registration statement in accordance with this Section 2.1(c) (unless the avoidance of doubtHolders making the registration request shall have withdrawn such request, in which case the Company shall not be required considered to register have effected an effective registration for the sale or re-sale purposes of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holderAgreement). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At Request. With respect to (x) Registrable Securities for which the applicable Lock-up Period has expired pursuant to the terms of this Agreement and (y) any time from Registrable Securities held by the earlier of Fund Investor, (i) six (6) months following any Major Investor holding not less than 10% of the completion of an IPO or Registrable Securities held by all VWE Investors, (ii) Sponsor, or (iii) the third Fund Investor (3rdsuch Investor or Investors being, collectively, a “Demanding Investor”) anniversary may make a written request to Parent for the Registration with the SEC under the U.S. Securities Act of all or part of such Demanding Investor’s Registrable Securities, which request will specify the number of shares of Registrable Securities to be disposed of by such Demanding Investor and the proposed plan of distribution therefor. Upon the receipt of any request for Registration pursuant to this Section 4.1(a), Parent will promptly notify the other Investors of the date receipt of such request. Upon the receipt of any request for Registration made in accordance with the terms of this AgreementSection 4.1(a), if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly Parent will use its reasonable best efforts to effect effect, at the registration earliest practicable date, such Registration under the U.S. Securities Act of of: (i) the Registrable Shares which the Company Securities that Parent has been so requested to register Register by the Holders. For Demanding Investor, and (ii) all Registrable Securities that Parent has been requested to Register by the avoidance other Investors pursuant to a written request given to Parent within 15 days after the giving of doubt, written notice by Parent to such other Investors of the Company shall request by the Demanding Investor; all to the extent necessary to permit the disposition (in accordance with Section 4.1(b)) of the Registrable Securities so to be Registered; provided that, (A) Parent will not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any a total of six demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Registrations pursuant to this Section 2 if at 4.1(a) for the time VWE Investors and the Fund Investor, collectively, and will not be required to effect more than a total of such request the Company furnishes to the Holders requesting such registration statement three demand Registrations pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b4.1(a) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder)Sponsor; (B) secondif the intended method of distribution is an underwritten public offering, all the Registrable Shares that are then Parent will not Series B Registrable shares (be required to effect such Registration pursuant to this Section 4.1(a) unless such underwriting will be conducted on a “Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder)firm commitment” basis; (C) thirdif Parent has previously effected a Registration pursuant to this Section 4.1(a) or has previously effected a Registration of which notice has been given to the Investors pursuant to Section 4.2 or Section 4.3, then Parent will not be required to effect any Registration pursuant to this Section 4.1(a) until a period of 180 days will have elapsed from the date on which such previous Registration ceased to be effective; (D) any Investor whose Registrable Securities were to be included in any such Registration pursuant to this Section 4.1(a), by written notice to Parent, may withdraw such request and, on Parent’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Securities such that the Investor that has not elected to withdraw does not hold, in the aggregate, the Primary Sharesrequisite amount of shares of Registrable Securities to require or initiate a request for a Registration under clause (E) of this Section 4.1(a), Parent will not be required to effect such Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay the Expenses related to such Registration, then the request for Registration will not be counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 4.1(a); and (DE) fourth, the Other Shares that are entitled Parent will not be required to registration rights requested effect any Registration to be included effected pursuant to this Section 4.1(a) unless the shares of Registrable Securities proposed to be sold in such registration Registration have an aggregate price (or, if necessary, such Other Shares pro rata among the holders thereof calculated based upon the number of Other Shares requested to be registered by each such holder). (iv) If the Initiating Holders so elect, the offering Market Price of such shares of Registrable Shares pursuant to Securities as of the date of such registration shall be in the form request) of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingleast $10,000,000.

Demand Registration. (a) At 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) the two (2) year anniversary of the Effective Date or (ii) the date that is six (6) months following after the completion of an IPO or (ii) the third (3rd) anniversary closing of the date of this AgreementIPO, if the Holders representing at least a majority Holder(s) holding twenty-five percent (25%) or more of the outstanding Registrable Shares then outstanding (the “Initiating Holders”) shall state Securities held by all Holders may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company effect a Registration on any internationally recognized exchange that is reasonably acceptable to effect the registration such requesting Holder(s). Upon receipt of Registrable Shares under the Securities Actsuch a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its best efforts to effect the registration under the Securities Act of cause the Registrable Shares which Securities specified in the Company has been so requested request, together with any Registrable Securities of any Holder who requests in writing to register by join such Registration within fifteen (15) days after the HoldersCompany’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) no more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Registrations pursuant to this Section 2 2.1 that have been declared and ordered effective; provided that if at the time sale of such request all of the Company furnishes Registrable Securities sought to the Holders requesting such registration statement be included pursuant to this Section 2, a certificate signed by 2.1 is not consummated for any reason other than due to the Chief Executive Officer action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 22.1. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) second anniversary of the date of this AgreementClosing Date, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) Quest Diagnostics shall state notify TriPath in writing that it intends to offer or cause to be offered any Warrant Shares for public sales in accordance with Section 4.2 hereof, TriPath shall, promptly following such Holders desire to sell Registrable Shares in the public securities markets and request the Company notice, use its commercially reasonable efforts to effect the registration of Registrable such Warrant Shares under on a Registration Statement (as defined in Section 4.1.10 below) on Form S-1 or, if TriPath then meets the Securities Acteligibility requirements for the use of Form S-3 for the registration of securities in a transaction involving secondary offerings, Form S-3 (or any successor form of Registration Statement promulgated by the SEC that would cover the resale of the Warrant Shares), covering the resale of the Warrant Shares proposed to be offered by Quest Diagnostics; provided, however, that, the Company shall promptly use its best efforts reasonably anticipated aggregate price to effect the registration under the Securities Act of the Registrable public for all Warrant Shares which the Company has been so requested proposed to register by the Holders. For the avoidance of doubtbe sold in such public offering would exceed $1,000,000; and provided further, the Company however, that TriPath shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if 4.1.1 in any twelve (12) month period. If at the time of such any request the Company furnishes to the Holders requesting such registration statement register Warrant Shares pursuant to this Section 24.1.1, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company TriPath is engaged, engaged or has fixed plans to engage within thirty (30) days of the time of such request, the request in a firm commitment underwritten registered public offering of Primary Shares in as to which the holders of Registrable Shares Quest Diagnostics may include Registrable Warrant Shares pursuant to Section 3 4.1.2 or (ii) is engaged in any other activity which, in the Board has reasonably determined in its good faith judgment that it determination of TriPath's Board of Directors, would be seriously detrimental adversely affected by the requested registration to the Company and material detriment of TriPath, then TriPath may at its stockholders for option direct that such registration statement to request be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) delayed for a total period not in excess of one hundred and twenty six (1206) days after months from the effective date of such offering or the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice commencement of such registration other material activity, as the case may be, such right to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders delay a request to be registered within 20 days of the mailing of the foregoing notice exercised by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed TriPath not more than once in any one (1) year period. Any notification by Quest Diagnostics under this Section 4.1.1 is hereinafter referred to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)as a "Demand Request. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting."

Demand Registration. (a) At any time from time, each Holder shall have the earlier right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holder shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 2.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (and, in the case of a Registration Demand by the Initial Holder, the number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities in accordance with either Section 2.1(c)(i) or Section 2.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 2.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 2.1(c)(i) and 2.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Company shall give written notice thereof to all of the other Holders at least thirty (30) days prior to the initial filing of a Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Demand that is a Takedown, a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in such Registration Statement. (i) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this paragraph (c), the Company shall file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all the Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand and (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. (ii) As promptly as practicable after the Company receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company shall, subject to the Takedown Blackout Period described below, file a Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to such Takedown. In the event that no Prospectus or other filing is required nor any other action necessitating the Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 2.1(c)(i), each selling Holder agrees to provide the Company with at least three (3) Business Days' notice of the proposed sale (which may or may not include the amount of Eligible Securities to be registered) pursuant to the effective Shelf Registration Statement; provided, however, that the Company shall, subject to Section 2.3(g), have the right to postpone any such sale whether before or after the filing of the applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to this Section 2.1(d), the Company shall file with the SEC a Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 2.1(a) and 2.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 2.1(g). The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continuously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days from the date on which the SEC declares such Registration Statement effective or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 2.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 3.3) in connection with a registration under this Section 2.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary distribution of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing securities registered under any Registration Statement that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared become effective within the pursuant to a prior one hundred eighty (180) daysRegistration Demand. (iij) The Company may delay A Registration Demand will not be deemed satisfied (and will not count for purposes of the filing or effectiveness of any limitations in Section 2.1(a)) (i) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of up to ninety at least 180 days (90) days after the date of a request for registration pursuant to this Section 2 if at the time of or such request the Company furnishes to the Holders requesting shorter period which shall terminate when all Eligible Securities covered by such registration statement pursuant to this Section 2have been sold), a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Board has reasonably determined in its good faith judgment that it would be seriously detrimental SEC or other governmental agency or court for any reason not attributable to the Company and its stockholders for selling holders participating in such registration statement to be filedand has not thereafter become effective, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed conditions to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included closing specified in the following order: (A) first, all the Registrable Shares that are issued relevant underwriting or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters agency agreement entered into in connection with such offering. In offering are not satisfied or waived, other than by reason of a breach of such event, agreement by the right of any Person to include such Person’s Registrable Shares or Other Shares selling holders participating in such registration shall be conditioned upon such Person’s participation offering or wilful failure on the part of the selling holders participating in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingoffering.

Demand Registration. (a) At If the Company shall receive, at any time from after the earlier of (i) six (6) months following the completion effective date of an the registration statement for a Qualified IPO or (ii) October 14, 2023, a written request from the third (3rdrecord Holder(s) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares shares of Preferred Stock then outstanding outstanding, including Common Stock issued on conversion of Preferred Stock, and the shares of Conversion Common Stock then outstanding, voting together (on a combined and as-if converted basis) (the “Initiating Holders”) shall state in writing ), that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the file a registration of Registrable Shares statement under the Securities ActAct (the “Registration Request”), then the Company shall promptly shall: (i) within 10 days of the receipt of the Registration Request, give written notice of such request to all Holders that such registration is to be effected (the “Registration Notice”); and (ii) use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of the Registration Request, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in the Registration Request and such additional Registrable Shares Securities for which the Company it has been so requested received written requests to register by such other Holders within 45 days after delivery of the Holders. For Registration Notice, subject to the avoidance limitations of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOsubsection 1.2(b). (b) Notwithstanding anything contained in this Section 2 If the Company is required to use Form S-1 (or similar forms promulgated after the contrarydate hereof), the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not proceed with filing the registration statement only if the registration to be obligated effected pursuant to use its best efforts to the Registration Request has anticipated aggregate gross offering proceeds of at least $10,000,000 and (ii) prepare, file and cause to become effective (A) effective, at the sole expense of the Company, no more than two (2) long-form registration statements initiated on Form S-1 (or similar forms promulgated after the date hereof) pursuant to Registration Requests made under this Section 2(a) (other than those on form S-3 as set forth in Section 4) at 1.2. Once the Company’s expense; (B) more than Company has prepared, filed and caused to become effective two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than registrations on Form S-8 promulgated under S-1, at its sole expense, it shall still be obligated to comply with this Section 1.2, but the Securities Act or expense of any successor form thereto) pursuant to which Primary Shares are to such registration shall be or were sold has been filed and not withdrawn or has been declared effective within borne by the prior one hundred eighty (180) daysHolders participating in such registration. (iic) If the Initiating Holders intend to distribute the Registrable Securities covered by such request by means of an underwriting, they shall so advise the Company as a part of their Registration Request and the Company shall include such information in the Registration Notice. The underwriter will be selected by the Company may delay and a majority in interest of the filing or effectiveness Initiating Holders. Notwithstanding any other provision of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 1.2, if at the time underwriter advises the participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated pro rata among all participating Holders according to the total amount of securities entitled to be included therein owned by such request Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (d) Notwithstanding the foregoing, if the Company furnishes shall furnish to the Holders requesting such a registration statement pursuant to this Section 2, 1.2 within thirty (30) days of the Registration Request a certificate signed by the President and Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 an action approved by the Board already has a present plan to commence preparation of a registration statement, other than a Special Registration Statement, and to file the same within ninety (90) days, or (ii) in the Board has reasonably determined in its good faith judgment that of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filedfiled on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 60 days from the date of the certificate required herein; provided, however, that the Company may only delay not utilize this right more than twice in any 12-month period. (e) In the filing or effectiveness event that the Holders of a majority of the Registrable Securities for which registration statement has been requested pursuant to this Section 2(b) 1.2 determine for any reason not to proceed with a total registration at any time before a registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities covered thereby, and, unless the withdrawal is based on a material adverse change in the condition, business or prospects of one hundred the Company from that known to the Holders at the time of their registration request, the Holders of such Registrable Securities agree to bear their own expenses incurred in connection therewith and twenty (120) days after to reimburse the date Company for the expenses incurred by it attributable to the registration of a request for registration such Registrable Securities, and, if such Holders in fact so reimburse the Company, then the Holders of such Registrable Securities shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant to this Section 21.2. (iiif) With respect In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 21.2: (i) during the period starting with the date of filing of, and ending on a date 180 days after the effective date of, a registration filed in connection with the Company’s Qualified IPO of its Common Stock; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (ii) 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 1.11 below. (g) If, at the time a Registration Request is received by the Company, the Company has already determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the Company’s proposed offer and sale for cash of its securities, the Registration Request shall give notice be deemed to have been given pursuant to Section 1.3 rather than this Section 1.2, and the rights and obligations of such registration to all Holders that are not Initiating the Holders and the holders of all Other Shares that are entitled Company with respect to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration Registration Request shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of governed by Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)1.3 hereof. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) Commencing six (6) calendar months following the completion of an IPO or (ii) pursuant to the third (3rd) anniversary provisions of the date Securities Act (other than a registration statement relating either to the sale of this Agreementsecurities to employees of the Company pursuant to a share option, share purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145 of the Securities Act) until the Date of Termination (as defined in Clause 2.11 hereof), if the Holders representing Company shall have received a written request (the “Registration Request”) from Shareholders holding at least a majority 30% of the voting power underlying the outstanding Registrable Shares then outstanding Securities (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the file a registration under the Securities Act of the all or part of their Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubtSecurities, then, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisionsshall: (i) The Company shall not be obligated promptly give written notice of such request to each other Shareholder; and (ii) use its best efforts to file effect, as soon as practicable, such registration and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 all such qualifications and compliances as set forth in Section 4) at may be so requested and as would permit or facilitate the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the sale and distribution of all or such portion of such Initiating Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) Registrable Securities as are specified in such request, together with an anticipated aggregate offering price all or such portion of less than $10,000,000; nor (D) any registration statement during any period in which the Registrable Securities of any other registration statement Holder joining in such request as are specified in a written request given within fifteen (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (9015) days after the date of a request for registration pursuant to this Section 2 if at the time receipt of such request written notice from the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, Company; provided, however, that the Company may only delay the filing or effectiveness of a shall file such registration statement pursuant with the SEC no later than forty-five (45) days after the date of the Registration Request and shall cause it to this Section 2(b) for a total of one be effective no later than one-hundred and twenty (120) days after the date of a request for such filing. (b) The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Clause 2.2(a): (i) after the Company has effected one (1) registration pursuant to this Section 2.Clause 2.2 and such registrations have been declared or ordered effective; (ii) if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price (net of any underwriters’ discounts or commissions) of less than $7,500,000 (seven million five hundred thousand United States Dollars); (iii) With respect if the Initiating Holders propose to any registration dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to this Section 2a request made in accordance with Clause 2.4; (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) if the Company shall give notice furnish to such Initiating Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its shareholders for such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and be effected at such time, in which event the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request have the right to be registered within 20 days defer the filing of the mailing registration statement for a period of not more than one-hundred twenty (120) days from the date of receipt of the foregoing notice by request of the CompanyInitiating Holder or Holders; provided, however, that if the managing underwriter advises the Company shall not utilize this right more than once in any twelve (12) month period; provided further, that the inclusion Company shall not register any Shares for the account of all Registrable Sharesitself or any other shareholder during such 120 day period; and provided further, Primary Shares and/or Other Shares proposed to be included that, in such registration would interfere with event, the successful marketing (including pricing) of the Registrable Shares proposed Initiating Holder or Holders shall be entitled to be included in withdraw such registrationrequest and, then the number of Registrable Sharesif such request is withdrawn, Primary Shares and/or Other Shares proposed to be included in such registration shall be included not count as a registration pursuant to Clause 2.2(a) and the Company shall pay any Registration Expenses in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in connection with such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)withdrawn registration. (ivc) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so elect, advise the offering Company as a part of such Registrable Shares their request made pursuant to this Clause 2.2 and the Company shall include such registration shall be information in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable written notice referred to the Company to act as the lead managing underwriter or underwriters in connection with such offeringClause 2.2 (a)(i). In such event, event the right rights of any Person Holder to include such Person’s its Registrable Shares or Other Shares Securities in such registration shall be conditioned upon such PersonHolder’s participation in such underwritingunderwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in the customary form with the underwriter(s) managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Board of Directors of the Company. Notwithstanding any other provision of this Clause 2.2, if the underwriter(s) advise(s) the Company in writing that market factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities then outstanding to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (whether newly issued or held by third parties) are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. (d) If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw from such underwriting by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from the registration. (e) If the distribution of Registrable Securities is being effected by means of an underwriting and if the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account if the managing underwriter so agrees. The inclusion of such shares shall be on the same terms as the registration of shares held by the holders of Registrable Securities participating in such registration. If the underwriters subsequently exclude some of the securities to be registered, the securities to be sold for the account of the Company, shall be excluded in their entirety prior to the exclusion of any Registrable Securities to be registered by the Initiating Holders.

Demand Registration. (a) At If at any time from during the earlier Eligible Period the Stockholder requests in writing (the "Stockholder Demand") that the Company file a registration statement on Form S-3 (or any successor form to Form S-3, or, if Form S-3 is not then available, on Form S-1 or any other available form) for a public offering of shares of the Registrable Shares, the anticipated aggregate offering price of which, net of standard underwriting fees and discounts, is at least five million dollars ($5,000,000), the Company shall, subject to Section 4.1 hereof, file such Registration Statement with the SEC within forty-five (45) days after its receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such registration statement effective until the Stockholder notifies the Company in writing that the Company is no longer required to keep such Registration Statement effective. In no event, however, shall the Company be required to (i) six effect more than four (64) months following the completion of an IPO registrations pursuant to this section or (ii) keep one or more registration statements filed pursuant to this section effective for more than an aggregate of one hundred twenty (120) days. In the third event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 2.3 hereof shall be applicable to each such registration initiated under this Section 2.1 and the piggyback registration rights of Holders and Automaker Holders (3rd) anniversary of to the date of this extent provided for in the Existing Registration Rights Agreement and the Automaker Registration Rights Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire be applicable, subject to sell Registrable Shares in the public securities markets and request the Company Section 2.3 below, to effect the a registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts effected pursuant to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOthis Section 2.1. (b) Notwithstanding anything contained in this Section 2 to the contraryforegoing, the Company shall not be obligated to effect take any registration under the Securities Act except in accordance with the following provisions:action pursuant to subparagraph (a): (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at if the Company’s expense; , within ten (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (3010) days of the time receipt of such requestthe Stockholder Demand, in a firm commitment underwritten public offering gives notice of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant its bona fide intention to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay effect the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty with the SEC within forty-five (12045) days after of receipt of such demand (other than a registration relating primarily to the date sale of securities to participants in a request for Company stock plan of employee benefit plan, a transaction covered by Rule 145 under the 1933 Act or the resale of securities issued in such a transaction, a registration pursuant to this Section 2. (iii) With respect to in which the only stock being registered is Common Stock issuable upon conversion or exchange of debt securities which are also being registered, any registration pursuant to this Section 2, on any form which does not include substantially the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request same information as would be required to be registered within 20 days included in a registration statement covering the sale of the mailing Registrable Shares, or a registration initiated under Section 2.1 or 2.2 of the foregoing notice by the Company; Automaker Registration Rights Agreement) provided, however, that if the managing underwriter advises such registration statement is not filed by the Company that within 45 days of receipt of such Stockholder Demand and declared effective by the inclusion Commission with 120 days after the Company's receipt of all such Stockholder Demand, the Company shall be obligated to cause such Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested Stockholder to be registered by each in accordance with the provisions of this Section 2.1 provided that the Company is actively employing in good faith all reasonable efforts to cause such Holder)registration statement to become effective; (Bii) second, all during the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together period starting with the Company's date of filing of, and ending on the date ninety (90) enter into an underwriting agreement in customary form with days immediately following, the underwriter(s) selected for such underwritingeffective date of any registration statement pertaining to securities of the Company, which registration was either filed as a result of the exercise by Stockholder of its rights pursuant to Section 2.1 hereof or was subject to Section 2.2 hereof.

Demand Registration. (a) At If at any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of after the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Acthereof, the Company shall promptly use its best efforts to receive a written request from the Stockholder that the Company file a registration statement under the Act covering the registration of at least twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall: (i) effect as soon as practicable, and in any event within 90 days after receipt of such request, the registration under the Securities Act of the all Registrable Shares Securities which the Company has been so requested Stockholder request to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOregistered. (b) Notwithstanding anything contained in this Section 2 If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a). The underwriter or underwriters will be selected by the Stockholder and shall be reasonably acceptable to the contrary, Company. The Stockholder (together with the Company as provided in subsection 1.4(e)) shall not be obligated to effect any registration under the Securities Act except enter into an underwriting agreement in accordance customary form with the following provisions:underwriter or underwriters selected for such underwriting. (ic) The Company shall not be obligated to use its best efforts effect, or to file take any action to effect, any registration pursuant to this Section 1.2: (i) if more than one registration has been effected pursuant to this Section 1.2 in any preceding twelve (12) month period and cause to become effective (A) such registration has been declared or ordered effective, or more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has such registrations have been declared or ordered effective within the prior one hundred eighty (180) days.overall; (ii) The Company may delay During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing or effectiveness of any registration statement for of, and ending on a period of up to date ninety (90) days after the effective date of of, a request for registration pursuant subject to this Section 2 if at the time of such request 1.3 hereof; provided that the Company furnishes is actively employing in good faith all reasonable efforts to the Holders requesting cause such registration statement to become effective; (iii) If the Stockholder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this a request made pursuant to Section 2, 1.10 below; or (iv) if the Company shall furnish to the Stockholder a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filedeffected at such time, provided, however, that in which event the Company may only 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 Stockholder; provided that such right to delay the filing or effectiveness of a registration statement request, whether pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this 1.2 or Section 2. (iii) With respect to any registration pursuant to this Section 21.10, shall be exercised by the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include more than once in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing twelve (including pricing12) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)month period. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following Subject to the completion of an IPO or (ii) the third (3rd) anniversary of the date conditions of this AgreementSection 6.1(a), if the Holders representing at least Company shall receive a majority of written request from the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing Investors on one or more occasions that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the file a registration of Registrable Shares statement under the Securities Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of the Shares, then the Company shall promptly use its best efforts to shall, as expeditiously as reasonably possible, effect the registration under the Securities Act of all Registrable Securities (as defined below) that the Investors have requested to be registered, provided that for any registration pursuant to this Section 6.1(a), the aggregate market value of the Registrable Shares Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) must be at least $20 million as of the date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such request). At any time when the Company is eligible to file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the date on which the Investors cease to hold Registrable Securities covered by such Resale Shelf, (ii) the third anniversary of the date of filing such registration statement and (ii) the date as of which there are no longer any Registrable Securities covered by such Resale Shelf. Following the effectiveness of a Resale Shelf, any resale of Shares pursuant to this Section 6 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company has been until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in breach of the terms of this Agreement. (ii) If the Investors intend to distribute the Registrable Securities covered by its request by means of an underwriting, the Investors shall so advise the Company as part of its request made pursuant to this Section 6.1(a). In such case, each of the Company and the Investors shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investors participating in the offering (which underwriter or underwriters shall be reasonably acceptable to the Company). If the underwriter advises the Company that marketing, pricing or other similar factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Investors, and the number of shares that may be included in the underwriting shall be reduced accordingly pro rata among the respective holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced below 25% of the Registrable Securities requested to register be included in such registration unless all other securities of the Company are first entirely excluded from the underwriting. (iii) The Investors shall be entitled to only up to two (2) Long-Form Registrations (provided that the Investors shall only be entitled to request the second Long-Form Registration at a time when the Company is not eligible to file a registration statement on Form S-3 for a secondary offering of equity securities) and up to five (5) Short-Form Registrations (including takedowns from a Resale Shelf involving an underwritten offering or a block trade) pursuant to this Section 6.1(a), provided, however, that if the number of shares of Registrable Securities requested by the Holders. For Investors to be included in either a Short-Form Registration or a Long Form Registration is reduced by more than 20% below that number requested by the avoidance of doubtInvestors pursuant to Section 6.1(a)(ii), such registration shall not count against the limits set forth in this Section 6.1(a)(iii). (iv) The Company shall not be required to register effect a registration, or a takedown from a Resale Shelf (which, solely in the sale or re-sale case of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; clauses (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor ), (D) any registration statement during any period in which any other registration statement and (other than on Form S-8 promulgated under the Securities Act E) below, involves an underwritten offering or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration block trade), pursuant to this Section 2 if at 6.1(a): (A) prior to the time expiration of such request the Holdback Period; (B) within 90 days after the Company furnishes to the Holders requesting such registration statement has effected a registration, or a takedown from a Resale Shelf involving an underwritten offering or a block trade, pursuant to this Section 26.1(a) and such registration has been declared or ordered effective or such takedown from a Resale Shelf shall have been completed; (C) if, within five (5) days of receipt of a written request from the Investor pursuant to this Section 6.1(a), the Company acting in good faith gives notice to the Investor of the Company’s intention to file a registration statement within forty-five (45) days, other than pursuant to a Special Registration Statement; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, (D) if the Company shall furnish to the Investor a certificate signed by the Chairman of the Board of Directors or the Chief Executive Officer of the Company stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that effected at such time (including without limitation if such registration statement would materially adversely affect any proposal or plan of the Company may only delay or its Subsidiaries to engage in any material acquisition of assets or stock or any merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or its Subsidiaries), in which event the Company shall have the right to defer such filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total period of one hundred and twenty not more than sixty (12060) days after receipt of the date request of the Investor; provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investors requesting the registration, which consent shall not be unreasonably withheld; provided further, that such right to delay a request for registration pursuant to this Section 2shall be exercised by the Company not more than once in any twelve (12) month period; or (E) more than twice in any twelve (12) month period. (iiiv) With respect The Company may suspend the use of a prospectus that is part of a Resale Shelf for up to any registration pursuant sixty (60) days in the circumstances specified in Section 6.1(a)(iv)(D) upon delivering to this the Investor the certificate specified in Section 26.1(a)(iv)(D) (a “Suspension Notice”); provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investor, which consent shall not be unreasonably withheld; provided further, that such suspension right shall be exercised by the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include more than once in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing twelve (including pricing12) of the Registrable Shares proposed to be included in such registration, then the number month period. A holder of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration Securities shall be included in the following order: (A) first, all the not effect any sales of Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares Securities pursuant to such registration shall be in Statement at any time after it has received a Suspension Notice from the form Company and prior to receipt of an underwritten offeringEnd of Suspension Notice (as defined below). The Initiating Holders shall, at their option, select one or more nationally prominent firms holders may recommence effecting sales of investment bankers reasonably acceptable the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this Section 6.1(a)(v) to be concluded as promptly as reasonably practicable. (vi) Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the receipt of any notice pursuant to Section 6.1(a)(iv)(D) or any Suspension Notice and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the lead managing underwriter information contained therein is or underwriters becomes available to the public generally, other than as a result of disclosure by an Investor in connection with such offering. In such event, breach of the right terms of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingthis Agreement.

Demand Registration. (a) At any time from the earlier of (i) six If, at any time at least 180 days after the closing date of the IPO, the Company receives a request from the Initiating Holders that the Company file a Form S-1 registration statement covering either (6) months following the completion of an IPO or (iix) the third (3rd) anniversary potential sale of the date of this Agreement, if the Holders representing at least all or a majority portion of the Registrable Shares Securities then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price (excluding the offering price of less any shares subject to an over-allotment option) of at least $7,500,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than $10,000,000the Initiating Holders; nor and (DB) as soon as practicable, and in any event within sixty days after the date such request is given by the Initiating Holders, use its reasonable best efforts to file and make effective a Form S-1 registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are covering all Registrable Securities that the Initiating Holders requested to be or were sold has been filed registered and not withdrawn or has been declared effective any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the prior one hundred eighty (180date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) daysand Section 3. (ii) The If at any time when it is eligible to use a Form S-3 registration statement, the Company may delay receives a request from the filing Initiating Holders that the Company file a Form S-3 registration statement covering either (x) the potential sale of all or effectiveness a portion of the Registrable Securities then outstanding with an anticipated aggregate offering price (excluding the offering price of any registration statement for shares subject to an over-allotment option) of at least $3,750,000 or (y) all of the Registrable Securities then held by a period of up Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to ninety Section 11, then the Company shall: (90A) within ten days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within 45 days after the date such request is given by the Initiating Holders, file and make effective a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) and Section 3. (iii) Notwithstanding the foregoing obligations, if the Company furnishes to Initiating Holders requesting a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, 2(a) a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Board of Directors of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that 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 otherwise would be filedrequired to remain effective, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (C) 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 120 days after the request of the Initiating Holders is given; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to not invoke this Section 2(b) for a total of one hundred right more than once in any consecutive twelve-month period; and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, provided further that the Company shall give notice not register any securities for its own account or that of any other stockholder during such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True120-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)day period other than Excluded Registrations. (iv) If The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a) (A) after the Company has effected a total of four registrations pursuant thereto, or (B) if the Company has effected a registration pursuant to Section 2(a) within the six-month period immediately preceding the date of such request. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(i) (A) during the period that is sixty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 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, or (B) if the Initiating Holders so elect, the offering propose to dispose of such Registrable Shares Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(a)(ii). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(ii) during the period that is thirty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety 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. A registration shall not be counted as “effected” for purposes of this Section 2(a)(iv) until such time as the applicable registration statement has been declared effective by the SEC, unless 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 Section 6, in which case such withdrawn registration statement shall be in the form counted as “effected” for purposes of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingthis Section 2(a)(iv).

Demand Registration. (ai) At any time from Upon the earlier of (i) six (6) months following the completion of an IPO or (iiA) the third (3rd) anniversary of the date Closing Date and (B) the occurrence of this Agreementa Demand Event (but only if a Demand Event Tag Along Right or Demand Event Drag Along Right has not been exercised), if the Holders representing at least a majority Investor shall have the right, upon delivery of written notice to the Registrable Shares then outstanding Company (the “Initiating Holders”not more than twice in any 12-month period and subject, in each case, to Section 10(a) shall state in writing that such Holders desire hereof) to sell Registrable Shares in the public securities markets and request require the Company to effect register under the Securities Act such amount of Registrable Securities owned by the Investor as may be specified in such notice in accordance with the procedures set forth in this Section 11(b), provided, that any such registration demanded by the Investor under this Section 11(b)(i) must be for an amount of Common Stock having an aggregate anticipated sales price of at least $25,000,000. The rights of the Investor to demand the registration of its Registrable Shares Securities shall continue until (x) all the Registrable Securities owned by it shall have been Transferred to transferees who are not entitled to the registration rights of the Investor hereunder in accordance with Section 15 hereof or, if earlier, (y) all its remaining Registrable Securities are already included in an effective resale registration statement on Form S-3 or other appropriate form for continuous or delayed offerings or are eligible to be Transferred in Public Sales to U.S. persons in the United States without registration under the Securities Act and without being subject to volume limitations under Rule 144 under the Securities Act, provided, in the case of (y), that there is a public float of the Common Stock equal to at least 15% of the total outstanding shares of Common Stock. (ii) If, by the fifth anniversary of the Closing Date, the Company has not completed one or more Public Sales which have resulted in a public float of the Common Stock equal to at least 15% of the total outstanding shares of Common Stock, then the Investor shall have the right to require the Company to register and effect a Public Sale of a sufficient number of shares of newly issued Common Stock which, together with shares of Common Stock being resold by WWC or any Other Shareholders (as defined below) and shares of Common Stock previously sold in Public Sales, will result in a public float of at least 15% of the total outstanding shares of Common Stock, all in accordance with the procedures set forth in this Section 11(b) for the registration of Registrable Securities. (iii) If the Investor shall have demanded a registration of Registrable Securities (which term will include for this purpose newly issued shares of Common Stock referred to in Section 11(b)(ii) hereof) then the Company will: (A) promptly give written notice of the proposed registration to all other shareholders entitled to piggyback registration rights under Section 11(c) hereof or any other contractual agreement of the Company (the "Other Shareholders") and (B) as soon as practicable, use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance prepare and file with the following provisions: (i) The Company shall not be obligated to use its best efforts to file Commission and cause to become effective (A) more than two (2) long-form such registration statements initiated statement as would permit or facilitate the sale and distribution of all the Registrable Securities required to be covered thereby pursuant to Section 2(a) the notice delivered by the Investor, together (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant subject to Section 2(a11(b)(iv) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(abelow) with an anticipated aggregate offering price all or such portion of less than $10,000,000; nor (Dthe securities of any Other Shareholders joining in such registration as are specified in written requests received by the Company within ten Business Days after written notice from the Company is delivered under Section 11(b)(iii)(A) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) daysabove. (iiiv) The Company may delay Investor, at its election, shall have the filing or effectiveness Registrable Securities covered by its request distributed by means of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment an underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 with a single or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to managing underwriter selected by the Company and its stockholders for such registration statement reasonably acceptable to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to Investor. If any registration pursuant to this Section 2Other Shareholders so request, the Company shall give notice securities of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration Shareholders shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock registration and any True-Up Shares (collectively, “Series B Registrable Shares”underwriting being effected pursuant to this Section 11(b), subject to the last sentence of this Section 2(a11(b)(iv), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to Investor and the Company to act as the lead managing underwriter or underwriters in connection shall (together with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or all Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders Shareholders proposing to distribute their securities through such underwriting shall (together with the Companyunderwriting) enter into an underwriting agreement in customary form with the underwriter(s) representative of the underwriter or underwriters selected for such underwritingunderwriting by the Company and reasonably acceptable to the Investor (the "Representative"). Notwithstanding any other provision of this Section 11(b), if the Representative advises the Investor and the Company in writing that (x) marketing factors require a limitation on the number of shares to be underwritten or (y) the inclusion of shares held by officers and directors of the Company in the offering could, in the Representative's best judgment, materially reduce the offering price per share, then, in the case of the preceding clause (x), the Common Stock held by Other Shareholders shall be excluded from such underwriting to the extent so required by such limitations and, in the case of the preceding clause (y), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent advised by the Representative. If, after the exclusion of such shares, further reductions are required to meet the limitation on the number of shares to be underwritten as advised by the Representative, then the Investor may elect, in its sole discretion, to reduce the number of shares that will be included in the underwriting by it by such number of shares as is necessary to comply with such limitation, but in no event to an amount which is below the minimum amount for a demand registration as provided in Section 11(b)(i). If the Investor does not so elect, then the registration of its shares under Section 11(b)(i) will not proceed and will be terminated without liability to any other Person. If the Representative has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Representative so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (v) Notwithstanding the foregoing, if the Company shall furnish to the Investor and the Other Shareholders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and that it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 90 days after the delivery of such certificate, provided that the Investor shall not be required to accept such a deferral more than twice in any 12-month period.

Demand Registration. (a) At any time from the earlier of Demand Registration Other Than on Form F-3 or Form S-3. (i) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months following after the completion closing of an IPO or (iia Qualified IPO, any Holder(s) the third (3rd) anniversary of at least 50% of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding Class A Registrable Securities (the “Class A Initiating HoldersHolder”) shall state may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect a Registration on the registration stock exchange for the Qualified IPO. Upon receipt of Registrable Shares under the Securities Actsuch a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to effect the registration under the Securities Act of cause the Registrable Shares which Securities specified in the Company has been so requested request, together with any Registrable Securities of any Holder who requests in writing to register by join such Registration within fifteen (15) days after the HoldersCompany’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Class A Initiating Holder may request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(i) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(i) is not consummated for any registration under reason other than due to the Securities Act except action or inaction of the Class A Initiating Holder in accordance with such Registration, such Registration shall not be deemed to constitute one of the following provisions: (i) Registration rights granted pursuant to this Section 2.1(a)(i). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(i) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000. (ii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series A Registrable Securities (the “Series A Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to file cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and cause distribution in such jurisdiction as the Series A Initiating Holder may request. The Company shall be obligated to become effective (A) effect no more than two (2) long-form registration statements initiated Registrations pursuant to this Section 2(a2.1(a)(ii) (that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(ii) is not consummated for any reason other than those due to the action or inaction of the Series A Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(ii). (iii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series B Registrable Securities (the “Series B Initiating Holder”) may request in writing that the Company effect a Registration on form S-3 the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as set forth soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in Section 4the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) at days after the Company’s expense; (B) delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series B Initiating Holder may request. The Company shall be obligated to effect no more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Registrations pursuant to this Section 2 2.1(a)(iii) that have been declared and ordered effective, provided that if at the time sale of such request all of the Company furnishes Registrable Securities sought to the Holders requesting such registration statement be included pursuant to this Section 2, a certificate signed by 2.1(a)(iii) is not consummated for any reason other than due to the Chief Executive Officer action or inaction of the Company stating that (i) Series B Initiating Holder including the Company is engagedRegistrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holder2.1(a)(iii). (iv) If Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series C Registrable Securities (the “Series C Initiating Holders so electHolder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the offering Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series C Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iv) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iv) is not consummated for any reason other than due to the action or inaction of the Series C Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iv). (v) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Series D Registrable Securities (the “Series D Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Shares Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series D Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(v) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(v) is not consummated for any reason other than due to the action or inaction of the Series D Initiating Holder including the Registrable Securities in such registration Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(v). The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(v) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000. (vi) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series E Registrable Securities (the “Series E Initiating Holder”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series E Initiating Holder may request. The Company shall be in obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(vi) that have been declared and ordered effective, provided that if the form sale of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms all of investment bankers reasonably acceptable the Registrable Securities sought to be included pursuant to this Section 2.1(a)(vi) is not consummated for any reason other than due to the Company to act as action or inaction of the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares Series E Initiating Holder in such registration Registration, such Registration shall not be conditioned upon such Person’s participation in such underwriting. All Holders proposing deemed to distribute their securities through such underwriting shall (together with constitute one of the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingRegistration rights granted pursuant to this Section 2.1(a)(vi).

Demand Registration. (a) At any time from Subject to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date conditions of this AgreementSection 2.1, if the Company shall receive a written request from Series F Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Series F Holders”) shall state in writing that such Holders desire to sell Registrable Shares who in the public securities markets and request aggregate hold more than fifty percent (50%) of the Series F Registrable Securities that the Company to effect the file a registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration statement under the Securities Act of covering the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price price, net of less than underwriting discounts and commissions, exceeding $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request 5,000,000, then the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2shall, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time receipt thereof, give written notice of such requestrequest to all Holders, and subject to the limitations of this Section 2.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Series E Registrable Securities that the Series E Holders request to be registered and all Series F Registrable Securities that the Series F Holders request to be registered. (b) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Series E Holders (the “Initiating Series E Holders”) who in the aggregate hold more than fifty percent (50%) of the Series E Registrable Securities that the Company file a firm commitment underwritten public registration statement under the Securities Act covering the registration with an anticipated aggregate offering price, net of Primary Shares underwriting discounts and commissions, exceeding $5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Series E Registrable Securities that the Series E Holders request to be registered and all Series F Registrable Securities that the Series F Holders request to be registered. (c) For purposes of determining whether a sufficient number of Initiating Series E Holders and Initiating Series F Holders have exercised their rights to demand registration under Sections 2.1(a) or 2.1(b), above, respectively, the number of Series E Registrable Securities and Series F Registrable Securities may, at the request of the Initiating Series E Holders or the Initiating Series F Holders be aggregated to determine whether Initiating Series E Holders or Initiating Series F Holders holding in which the holders aggregate at least fifty percent (50%) of all Series E Registrable Shares may include Securities and Series F Registrable Shares Securities have exercised rights under Sections 2.1(a) or 2.1(b). For purposes hereof, Initiating Series E Holders and Initiating Series F Holders shall be referred to collectively herein as the “Initiating Holders”. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 3 2.3 and the Company shall include such information in the written notice referred to in Sections 2.1(a) or 2.1(b), 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). 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 which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated: (i) first to the Holders of all Series F Registrable Securities on a pro rata basis based on the number of all Series F Registrable Securities held by all such Holders (including the Initiating Series F Holders); and (ii) second, to the Holders of all Series E Registrable Securities on a pro rata basis based on the number of Series E Registrable Securities held by all such Holders (including the Initiating Series E 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. (e) The Company shall not be required to effect a registration pursuant to this Section 2.1: (1) prior to the earlier of (i) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; or (ii) September 28, 2007; (2) with respect to requests under Section 2.1(a), after the Company has effected two (2) registrations pursuant to Section 2.1(a) and such registrations have been declared or ordered effective, and with respect to requests under Section 2.1(b), after the Company has effected two (2) registrations pursuant to Section 2.1(b) and such registrations have been declared or ordered effective; (3) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing, and ending on the date six (6) months following the effective date of the registration statement pertaining to a public offering (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (4) if within thirty (30) days of receipt of a written request from the Initiating Series F Holders pursuant to Section 2.1(a) and/or the Initiating Series E Holders pursuant to Section 2.1(b), the Company gives notice to the Holders of the Company’s intention to make a public offering within thirty (30) days; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; (5) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chairman of the Board has reasonably determined stating that, in its the good faith judgment that of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filedeffected at such time, provided, however, that in which event the Company may only delay shall have the right to defer such filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total period of one hundred and twenty not more than ninety (12090) days after receipt of the date request of the Initiating Holders; provided that such right to delay a request for registration shall be exercised by the Company not more than once in any twelve (12) month period; or (6) if the Initiating Series E Holders or the Initiating Series F Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 2. (iii) With respect to any registration a request made pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)2.3 below. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from From and after the earlier of (i) date that is six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of after the date of this Agreement, in case the Company shall receive from the Investor a written request or requests that the Company effect a Registration (“Demand Registration”), which if the Holders representing at least Company is a majority WKSI as of the filing date thereof, shall be an automatic Shelf Registration Statement, and any related qualification or compliance, with respect to all or any part of the Registrable Shares Securities owned by the Investor, then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly file and use its best efforts (i) to effect cause the registration Registration Statement covering such Registrable Securities to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Shares which the Company has been so requested Securities may be sold without any restriction pursuant to register by the HoldersRule 144. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrarycontrary provided above, the Company shall not be obligated to effect any registration under such Registration, qualification or compliance pursuant to this Section 2.2: (1) if the aggregate anticipated price to the public of any Registrable Securities Act except in accordance which the Investor proposes to sell pursuant to such registration, together with the following provisions: aggregate anticipated price to the public of any other securities of the Company entitled to inclusion in such registration, is less than US$50,000,000 (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two or the equivalent thereof in other currencies), unless such Registration covers all remaining Registrable Securities; (2) long-form if the Company shall furnish to the Investor a certificate certifying the same signed by the Chief Executive Officer stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth be effected at such time, in Section 4) at which event the Company’s expense; (B) Company shall have the right to defer the filing of the Registration Statement no more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement once during any twelve (12) month period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to not more than ninety (90) days after receipt of the date request of a request for registration pursuant to the Investor under this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company2.2(a); provided, however, that such period shall terminate if the managing underwriter advises Company registers any of its other Shares during such period; or (3) if the Company that has, within the inclusion six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) or any portion of the Registrable Shares proposed to Securities the Investor requested be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed ) pursuant to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holder2.1(b). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At 2.1 Registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time from after the earlier of first (i) six (6) months following the completion of an IPO or (ii) the third (3rd1st) anniversary of the effective date of this Agreementa Qualified IPO of the Company, if the Holders representing at least a majority holding fifteen percent (15%) or more in voting power of the Registrable Shares then outstanding Securities may request in writing (the a “Initiating HoldersRegistration Request”) that the Company file a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), so long as the Company is entitled to use such a form, including, without limitation, any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Initiating Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission, for a public offering of all or part of their Registrable Securities. Upon receipt of such a Registration Request, the Company shall state (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, and in any event within ninety (90) days of the receipt of such request, cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing that to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdictions as the Initiating Holders desire may reasonably request. The Holders may at any time, and from time to sell Registrable Shares in the public securities markets and request time, require the Company to effect the registration Registration of Registrable Shares Securities under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to 2.1 so long as the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated proposed maximum aggregate offering price of less than $10,000,000for each such Registration exceeds US$500,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay Holders shall not exercise the filing or effectiveness of a registration statement pursuant to right under this Section 2(b2.1 more than twice in any twelve (12) for month period (it being the understanding of the Parties that a total of one hundred and twenty (120) days after the date of a request for registration pursuant to Registration Request given under this Section 2. (iii) With respect 2.1 shall be deemed to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing have been effected for purposes of the foregoing notice even if subsequently withdrawn by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion Holders of all Registrable Shares, Primary Shares and/or Other Shares proposed to be Securities included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holderRegistration Request). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from After the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary first to occur of the date consummation of this Agreementthe Initial Public Offering and December 23, if 1996, upon the Holders representing writ ten request of any holder or holders of at least a majority 662/3% of the outstanding Registrable Shares then outstanding (Securities issued or issuable upon conversion of the “Initiating Holders”) shall state in writing Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock requesting that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities ActAct of all or part of such holder's or holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall promptly thereupon use its reasonable best efforts to effect the registration under the Securities Act Act, subject to Section 6.1(e), of: (i) the Registrable Securities which the Com pany has been so requested to register by such holder or holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other holder thereof by written request given to the Company within 30 calendar days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Shares Securities so to be registered. Notwithstanding the foregoing provisions of subsection 6.1(a), the Company shall not be obligated to file more than three registration statements pursuant to this Section 6.1(a) and shall not be obligated to file any registration statement pursuant to this Section 6.1(a) where the proposed aggregate offering price of the securities to be sold thereunder is less than $5 million. (b) After the first anniversary of the Initial Public Offering, upon the written request of any holder or holders of a majority of the outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock (the "Requesting Series E Holders") requesting that the Company effect the registration under the Securities Act of all or part of the Requesting Series E Holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities Act, subject to Section 6.1(f), of: (i) the Registrable Securities which the Company Com pany has been so requested to register by the Requesting Series E Holders. For the avoidance of doubt, ; and (ii) all other Registrable Securities which the Company shall not be required has been requested to register the sale or re-sale of by any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 other holder thereof by written request given to the contraryCompany within 30 calendar days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing provisions of subsection 6.1(b), the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed 6.1(b) and shall not be obligated to file any registration statement pursuant to this Section 6.1(b) where the proposed aggregate offering price of the securities to be sold thereunder is less than $5 million. (c) At such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Chief Executive Officer of the Company stating that (i) the Company is engagedCommission), or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of 10% of the then outstanding Registrable Shares may include Securities shall have the right to request the registration of Registrable Shares pursuant Securities on Form S-3. The Company shall give prompt written notice of each such proposed registration to all other record holders of Registrable Securities. Subject to Section 3 or (ii6.1(e) hereof, such other holders shall have the Board has reasonably determined in its good faith judgment that it would be seriously detrimental right, by giving written notice to the Company and its stockholders for within 30 days from receipt of the Company's notice, to elect to have included in such registration statement such of their Registrable Securities as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to be filed, effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the Company may only delay the filing shall not be obligated to file and use its reasonable best efforts to cause to become effective (i) more than one registration on Form S-3 in any one year period or effectiveness of a (ii) any such registration statement where the proposed aggregate offering price of the securities to be sold thereunder is less than $2 million. In addition, the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective more than three registration statements pursuant to which Registrable Securities are to be sold pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration 6.1(b). Three registrations effected on Form S-3 pursuant to this Section 26.1(b) shall not be counted as demand registrations pursuant to Section 6.1(a) hereof. (iiid) With respect At such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), the Requesting Series E Holders shall have the right to any request the registration pursuant of Registrable Securities on Form S-3. The Company shall give prompt written notice of such proposed registration to this all other record holders of Registrable Securities. Subject to Section 26.1(f) hereof, such other holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities as such holders may request in such notice of election. Thereupon, the Company shall give notice of such shall, as expeditiously as possible, use its reasonable best efforts to effect the registration to all Holders that are not Initiating Holders and the holders on Form S-3 of all Other Shares that are entitled to registration rights and Registrable Securities which the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request has been requested to be registered within 20 days of the mailing of the foregoing notice by the Companyregister; provided, however, that if the managing underwriter advises the Company that shall not be obligated to file and use its reasonable best efforts to cause to become effective (i) more than one registration on Form S-3 pursuant to this Section 6.1(d) or (ii) any such registration statement where the inclusion proposed aggregate offering price of all Registrable Shares, Primary Shares and/or Other Shares proposed the securities to be included in such sold thereunder is less than $2 million. A registration would interfere with the successful marketing (including pricingeffected pursuant to this Section 6.1(d) of the Registrable Shares proposed shall not be counted as a demand registration pursuant to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (ASection 6.1(b) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)hereof. (ive) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such The Company may include in a registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one requested under Sections 6.1(a) or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.6.1

Demand Registration. (a) At 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the Closing or (ii) the date that is six (6) months after the consummation of this Agreementthe IPO, if the Holders representing at least a majority any Holder of fifty percent (50%) of the Registrable Shares Securities or Holders of fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) shall state may request in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration a Registration of Registrable Shares under Securities (together with the Registrable Securities Actwhich the other Holders elect to include in such Registration) on any internationally recognized exchange that is reasonably acceptable to such Initiating Holders. Upon receipt of such a request, the Company shall promptly (x) give written notice of the proposed Registration to all other Holders (and all other Holders shall have the right to join such Registration) and (y) use its best commercially reasonable efforts to effect the registration under the Securities Act of cause the Registrable Shares which Securities specified in the Company has been so requested request, together with any Registrable Securities of any Holder who requests in writing to register by join such Registration within fifteen (15) Business Days after the HoldersCompany’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. For the avoidance of doubt, the The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) consummate no more than two three (23) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Registrations pursuant to this Section 2 2.1 that have been declared and ordered effective; provided that if at the time of such request Registrable Securities sought to be included in the Company furnishes to the Holders requesting such registration statement Registration pursuant to this Section 2, a certificate signed by 2.1 are not fully included in the Chief Executive Officer Registration for any reason other than solely due to the action or inaction of the Company stating that (i) the Company is engagedHolders including Registrable Securities in such Registration, or has fixed plans such Registration shall not be deemed to engage within thirty (30) days constitute one of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement Registration rights granted pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 22.1. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At Upon receipt of a written request (a "Demand Request") (specifying that it is being made pursuant to this Section 2) from any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least Century Holder that Adelphia file a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares statement under the Securities Act, or a similar document pursuant to any other statute then in effect corresponding to the Company shall promptly use its best efforts to effect Securities Act, covering the Registrable Shares that are the subject of such request, Adelphia will file a registration statement under the Securities Act covering such Registrable Shares. Adelphia will register all Registrable Shares that the Century Holders have requested be registered on a form that is appropriate for the sale of the Registrable Shares which in accordance with the Company has been so requested to register method or methods of distribution specified by the Century Holders. For the avoidance of doubt, the Company shall Adelphia will not be required obligated to register file a registration statement pursuant to this Section 2(a) unless the sale or re-sale proposed aggregate public offering price of any True-Up Shares or Conversion True-Up Shares the securities to be included in an IPOsuch registration statement is at least $10,000,000. (b) Notwithstanding anything contained in this the provisions of Section 2 to the contrary2(a), the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts Adelphia's obligation to file and cause such a registration statement shall be deferred for up to become effective (A) more than two (2) longperiods not to exceed forty-form registration statements initiated five (45) days each from the time periods set forth in Section (4b) if Adelphia furnishes to such Century Holder(s) within 10 days after Adelphia receives a Demand Request pursuant to Section 2(a) (other than those on form S-3 as set forth a certificate signed by the President or Chief Executive Officer of Adelphia stating that, in Section 4) at the Company’s expense; (B) more than two (2) long-form reasonable determination of the Board of Directors of Adelphia, there exist circumstances not yet disclosed to the public that would be required to be disclosed in a registration statements initiated statement filed pursuant to Section 2(a) at and the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price disclosure of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental materially harmful to the Company and Adelphia or its stockholders for such registration statement stockholders. Adelphia's right to be filed, provided, however, that the Company may only delay the defer filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request may be exercised only twice as provided above with respect to any demand for registration pursuant to under this Section 2. (iiic) With respect to any registration Adelphia will be obligated pursuant to this Section 2, the Company shall give notice 2(a) to effect only two registrations for each registered Century Holder of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders on the date hereof and each of their respective transferees. Any request for registration under Section 2(a), at the discretion of the Century Holder(s) making such request, may be for a firmly underwritten public offering to be registered within 20 days managed by an underwriter or underwriters of the mailing of the foregoing notice recognized national standing selected by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”)Century Holders, subject to the last sentence approval of Section 2(a)the Board of Directors of Adelphia, requested to which approval will not be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)unreasonably withheld. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. 5.1 Request for Registration on Form Other Than Form S-3 ---------------------------------------------------- (a) At any time from Subject to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date terms of this Agreement, if in the event that the Company shall receive from the Initiating Holders representing at least a majority written request that the Company effect any Registration with respect to all or a part of the Registrable Shares Securities on a form other than Form S-3 for an offering of at least twenty-five (25%) of the then outstanding Registrable Securities (or any lesser percent if the “Initiating Holders”) shall state in writing that such Holders desire reasonably anticipated aggregate offering price to sell Registrable Shares in the public securities markets and would exceed $5,000,000 ($75,000,000 if such written request the Company is with respect to effect the registration of Registrable Shares under the Securities Actan initial public offering)), the Company shall shall: (i) promptly give written notice of the proposed Registration to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect the registration under the Securities Act Registration of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubtSecurities specified in such request, the Company shall not be required to register the sale or re-sale together with any Registrable Securities of any True-Up Shares or Conversion True-Up Shares Holder joining in an IPO. such request as are specified in a written request given within twenty (b20) Notwithstanding anything contained in this Section 2 to days after written notice from the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) Company. The Company shall not be obligated to use its best efforts take any action to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) effect any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for such registration pursuant to this Section 2 if at 5.1: (A) prior to the time earlier of such request January 1, 2002, or One Hundred Eighty (180) days following the closing date of the first public offering of the Common Stock of the Company furnishes effected pursuant to a Registration Statement filed with, and declared effective by, the Holders requesting Commission under the Securities Act; (B) at any time within One Hundred Eighty (180) days following the effective date of any Registration Statement on Form S-1 (or any successor form); or (C) if the Company has effected two (2) such registration statement Registrations pursuant to this Section 25.1; provided, that a Registration that is withdrawn or otherwise abandoned will not -------- count toward this limitation unless it is withdrawn or abandoned at the request of the Investors for reasons other than the occurrence of a Material Adverse Event. (b) Notwithstanding the provisions of Section 5.1(a), if the Company shall furnish to all such Holders who joined in the request a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such requestthat, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement any Registration to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this effected as requested under Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 25.1(a), the Company shall give notice have the right, exercisable not more than once in any twelve (12) month period, to defer the filing of a Registration Statement with respect to such registration to all Holders that are offering for a period of not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 more than ninety (90) days from delivery of the mailing request of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Initiating Holders. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. Upon the written request from any ------------------- Initiating Holder (a"Requesting Initiating Holder") At that the Company effect any time from the earlier of (i) six (6) months following the completion of an IPO registration with respect to all or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority any portion of the Registrable Shares then outstanding Securities (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request other than a registration on Form S-3 or any related form of Registration Statement), the Company will: i. promptly give written notice of the proposed registration to all other Persons holding Registrable Securities; and ii. as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the registration execution of Registrable Shares an undertaking to file post-effective amendments, appropriate qualifications under foreign, blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act), as may be so requested and as would permit or facilitate the Company shall promptly use its best efforts to effect the registration under the sale and distribution of all or such portion of such Registrable Securities Act as are specified in such request, together with all or such portion of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale Securities of any True-Up Shares Person or Conversion True-Up Shares Persons joining in an IPO. such request as are specified in a written request given within twenty (b20) Notwithstanding anything contained in this Section 2 to days after receipt of such written notice from the contrary, Company; provided that the Company shall not be obligated to take any action to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act such registration, qualification or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration compliance pursuant to this Section 2 if at the time of such request 2.a: A. In any particular jurisdiction in which the Company furnishes 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; B. Prior to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer earlier of the Company stating that (i) an initial public offering ("IPO") by the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental fifth anniversary after the date hereof; C. If the Initiating Holders propose to sell a number of shares of Registrable Securities at an aggregate offering price (after deduction for underwriter commissions and expenses) to the Company and its stockholders for such registration statement to be filed, provided, however, that public of less than Four Million Dollars ($4,000,000); or D. After the Company may only delay the filing or effectiveness of a registration statement has effected four (4) such registrations pursuant to this Section 2(b2.a, and such registration has been declared or ordered effective. Subject to the foregoing clauses (A) for a total of one hundred through (C) and twenty to Section 2.a.v (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2below), the Company shall give notice of such file a registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of statement covering the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares Securities so requested to be registered by each such Holder); (B) second, all as soon as practicable after receipt of the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among request from the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Requesting Initiating Holders. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from after the earlier of (i) six (6) months the 180th day following the completion of an IPO or initial Public Offering by the Company and (ii) the third (3rd) fourth anniversary of the date Closing Date (so long as such fourth anniversary is not within 180 days of this Agreementthe initial Public Offering by the Company), if upon the written request of (x) any Registration Rights Holder or Registration Rights Holders representing holding, in the aggregate, the equivalent of at least a majority 20% of the Registrable aggregate outstanding Ordinary Shares then outstanding and Non-Voting Ordinary Shares held by Shareholders (the “Initiating Holders”Registration Rights Holder or Registration Rights Holders making such request, a "20% Demand Party") shall state in writing or (y) any single Registration Rights Holder holding the equivalent of at least 10% of the aggregate outstanding Ordinary Shares and Non-Voting Ordinary Shares held by Shareholders (such Registration Rights Holder making such request, a "10% Demand Party") requesting that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities ActAct of all or part of such Demand Party's Registrable Securities and specifying the amount and intended method of disposition thereof, the Company shall will promptly use its best efforts give written notice of such requested registration to the other holders of Registrable Securities and other holders of securities entitled to notice of such registration and thereupon will, as expeditiously as possible, file a registration statement to effect the registration under the Securities Act of the of: (i) such Registrable Shares Securities which the Company has been so requested to register by the Registration Rights Holders. For ; and (ii) the avoidance Registrable Securities of doubt, other holders which the Company has been requested to register by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities and such other securities so to be registered; provided that the Company shall not be required to register effect the sale or re-sale registration of any True-Up Shares or Conversion True-Up Shares in an IPO. Registrable Securities (bi) Notwithstanding anything contained in at the request of a 20% Demand Party under this Section 2 3.2(a) on more than three occasions, and (ii) at the request of a 10% Demand Party under this Section 3.2(a) on more than one occasion with respect to the contraryeach such 10% Demand Party; provided, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect relating to any registration pursuant to request under this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.3.2(a):

Demand Registration. As soon as practicable after receipt by the Company of each Qualified Request (a) At any time from the earlier of as defined in subparagraph (i) six (6below) months following from one or more holders of Registrable Securities to register under the completion of an IPO Securities Act part or (ii) the third (3rd) anniversary all of the date of this AgreementRestricted Securities held by such holder or holders, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares will cause a Registration Statement on Form S-1 (or on Form S-2 or Form S-3 if either such form can be used) under the Securities Act, the Company or any comparable form then in force, to be filed and shall promptly use its best efforts to effect cause the registration under statement to become effective, subject to the Securities Act following: (i) Prior to an IPO, a Qualified Request shall be a written request or requests to the Company from Investors LLC or one or more persons that are Investors LLC Parties and members of the Covalt Family Group (subject to clause (iii) below) who ▇▇▇▇ Registrable Shares Securities evidencing securities which aggregate at least 51% of the sum of all outstanding shares of the Common Stock which are then Registrable Securities held by Investors LLC Parties and the Covalt Family Group (subject to clause (iii) below). After ▇▇▇ ▇PO, a Qualified Request shall be a written request or requests to the Company has been so requested from Investors LLC or one or more persons that are Investors LLC Parties and members of Covalt Family Group (subject to register clause (iii) below) who h▇▇▇ ▇egistrable Securities evidencing securities which aggregate at least 25% of the sum of all outstanding shares of the Common Stock which are then Registrable Securities held by Investors LLC Parties and members of Covalt Family Group (subject to clause (iii) below) and whi▇▇ ▇▇▇e an estimated value of no less than $5,000,000. The Company agrees to promptly furnish to Covalt written notice of any Qualified Request delivered pur▇▇▇▇▇ to this Section 5.2(i) and the Holders. For Covalt Family Group shall have 10 days to notify the avoidance of doubt, the Company ▇▇▇▇ ▇t is joining in such request; and (ii) The Company shall not be required to register file any such registration statement within six months after the sale or re-sale effective date of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such earlier registration statement pursuant to this Section 25.2 or any Piggyback Registration, nor shall it be required to file a certificate signed by the Chief Executive Officer total of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such more than three registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement statements pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 25.2. (iii) With The provisions of Section 5.2 (i) and (ii) above shall apply to members of the Covalt Family Group so long as the Covalt Family Group own▇ ▇% ▇f the Shares then outstandin▇ ▇▇ a fully diluted basis (excluding Stock Options) from time to time and then only, (x) with respect to any registration pursuant Registrable Securities owned by Covalt, at such time as Covalt is not an employee, officer o▇ ▇▇▇▇ctor of the Compan▇, ▇▇d (y) with respect to this Section 2the Registrable Securities owned by Covalt's Permitted Transferees, to the Company shall give notice of such registration to all Holders extent that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request Covalt ▇▇▇ ▇▇▇ required to be registered within 20 days disclosed as the beneficial own▇▇ ▇▇ such Permitted Transferee's Registrable Securities in the registration statement for the Demand Registration, of the mailing Registerable Securities owned by Covalt and/or such Permitted Transferee, as the case may be, ▇▇▇vided further that no member of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion Covalt Family Group shall solicit requests or otherwise seek ▇▇▇▇▇▇al of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) other members of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Investors LLC Parties. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from a. Upon the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary written request of the date of this AgreementHolder, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing Holder may request that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration on Form S-1 or Form S-2 of all or part of its Registrable Stock under the Securities Act (provided that the number of Shares under to be included in such registration is at least $1,000,000 in then current market value of such Shares) and in such request, the Holder shall state the then intended method of disposition by the Holder. The Company shall as soon as possible use diligent best efforts to prepare and file with the Commission a registration statement and such other documents, including an amended or supplemented prospectus, as may be necessary to permit a public offering and sale of such Registrable Stock in the United States in compliance with the provisions of the Securities Act, all to the Company shall promptly use its best efforts extent required to effect permit the registration under disposition (in accordance with the Securities Act intended methods thereof as aforesaid) by the Holder of the Registrable Shares which Stock to be so registered. If such sale of Registrable Stock is to be pursuant to an underwritten public offering, the Company has been so requested to register underwriter shall be selected by the HoldersHolder. For the avoidance of doubt, the The Company shall only be required to effect two registrations pursuant to this Section 3. b. The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: Section 3(a): (i) prior to six months following the date of this Agreement; or (ii) (A) within nine months after the completion of any public offering of its securities pursuant to which the Holder was afforded the right to register as many shares of its Registrable Stock as requested or (B) within six months after any other public offering by the Company. c. The Company shall not be obligated have the right to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth include in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand a registration statement pursuant or post-effective amendment to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any a registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 3 other securities of the Company then proposed to be distributed, except that, to the extent consistent with the rights of other holders of the Company's securities, if at and to the time extent that the underwriter or underwriters acting in connection with any public offering pursuant to such registration statement reasonably determine that the inclusion of any such other securities may substantially prejudice or hinder the offering of Registrable Stock, the number of such request other securities shall be reduced or eliminated prior to any reduction in the number of shares of Registrable Stock to be so registered and offered. d. If, at any time prior to the effectiveness of the registration statement filed in connection with such registration, the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, Holder a certificate signed by the Chief Executive Officer President that in the good faith judgment of the Board of Directors of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for to effect such registration statement at such scheduled time and it is therefore essential to be fileddefer the filing of such registration statement, providedthe Company may, howeverby delivery of written notice to the Holder, that delay the registration of such Registrable Stock for up to 90 days, provided the Company may only delay the filing or effectiveness of a registration statement pursuant to not use this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2right more than once in any 12 month period. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from Commencing on the date which is six months after the Initial Public Offering (the "First Request Date") Scha▇▇▇▇ ▇▇▇ Corm▇▇▇ ▇▇▇ make a written request, and commencing on the date which is the earlier of (i) six (6) months following the completion of an IPO or (iix) the third First Request Date and (3rdy) anniversary of the date of this AgreementNovember 23, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act1997, the Company shall promptly use its best efforts to DLJ Entities may make a written request (any 20 such requesting Person, a "Selling Securityholder") that the Issuer effect the registration under the Securities Act of all or a portion of such Selling Securityholder's Registrable Stock, and specifying the intended method of disposition thereof. The Issuer will promptly give written notice of such requested registration (a "Demand Registration") at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Securityholders and thereupon will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Shares Stock which the Company Issuer has been so requested to register by the Holders. For Selling Securityholders, then held by the avoidance of doubtSelling Securityholders; and (ii) subject to Section 5.2, all other Registrable Stock which any other Securityholder entitled to request the Issuer to effect an Incidental Registration (as such term is defined in Section 5.2) pursuant to Section 5.2 (all such Securityholders, together with the Selling Securityholders, the Company shall not be required "Holders") has requested the Issuer to register by written request received by the sale or re-sale Issuer within 15 days after the receipt by such Holders of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 such written notice given by the Issuer, all to the contraryextent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Stock so to be registered; provided that, subject to Section 5.1(c) hereof, the Company Issuer shall not be obligated to effect more than one Demand Registration for Scha▇▇▇▇ ▇▇▇ Corm▇▇▇ ▇▇▇lectively, on the one hand, and two Demand Registrations for the DLJ Entities collectively, on the other hand, pursuant to this Section 5.1 other than any registration under such Demand Registrations effected on Form S-3; and provided further that the Securities Act except in accordance with the following provisions: (i) The Company Issuer shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for effect a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of Demand Registration unless the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Demand Registration constitutes at least 25% of the Common Stock then outstanding or to be issued upon conversion of the Notes and/or Series B Registrable Shares pro rata among Preferred Stock. In no event will the Issuer be required to effect more than two Demand Registrations on Form S-3 within any 12 month period. Promptly after the expiration of the 15-day period referred to in Section 5.1(a)(ii) hereof, the Issuer will notify all the Holders thereof based upon to be included in the Demand Registration of the other Holders and the number of Series B shares of Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) Stock requested to be included therein. The Selling Securityholders requesting a registration under this Section 5.1(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Holders, by providing a written notice to the Issuer revoking such request, in which case such request, so revoked, shall be considered a Demand Registration unless such revocation arose out of the fault of the Issuer, in which case such request shall not be considered a Demand Registration. Notwithstanding anything contained in this Agreement to the contrary, nothing herein shall be construed as requiring the Issuer to register any of its securities other than Common Stock. (b) The Issuer will pay all Registration Expenses in connection with any Demand Registration. 21 (c) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected unless the registration statement relating thereto (or, if necessary, i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 90 days (or such Non-Series B shorter period in which all Registrable Shares pro rata among Stock of the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (or, has actually been sold thereunder); provided that if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares after any registration statement requested to be registered by each such holder). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to this Section 5.1 becomes effective (i) such registration shall be in statement is interfered with by any stop order, injunction or other order or requirement of the form SEC or other governmental agency or court and (ii) less than 75% of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares Stock included in such registration statement has been sold thereunder, such registration statement shall be conditioned upon at the sole expense of the Issuer and shall not be considered a Demand Registration, unless any such Person’s participation interference referred to in clause (i) of this proviso arose out of the fault of the Selling Securityholders, in which case such underwriting. All Holders proposing to distribute their securities through such underwriting registration statement shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingbe considered a Demand Registration.

Demand Registration. The Shareholders shall have the right to demand two (a2) Registrations as provided herein. At any time after one (1) year from the earlier of (i) six (6) months following date hereof and prior to the completion of an IPO or (ii) the third (3rd) anniversary of the date termination of this Agreement, any Shareholder or Shareholders holding Qualifying Shares may furnish to Drew a written request that Drew effect a Registration on Form S-3, or any similar successor short-form registration statement then available to Drew, and any related qualification or compliance with respect to the following Registrable Securities of such Shareholders: (A) if such request is made prior to three (3) years from the Holders representing at least a majority date hereof (the "First Period"), not more than an aggregate of Seven Hundred Fifty Thousand (750,000) shares less the number of shares previously registered pursuant to Section 2(a)(A) hereof, but not less than an aggregate of Five Hundred Thousand (500,000) shares, and (B) if such request is made after three (3) years from the date hereof (the "Second Period"), all shares of Registrable Securities not previously sold by such Shareholders, but not less than an aggregate of Five Hundred Thousand (500,000) shares. If Drew shall receive such notice, Drew shall: (i) promptly (and in any event within ten (10) days after receipt of any such notice) give written notice of the proposed Registration, and any related qualification or compliance, to all other Shareholders; and (ii) as soon as practicable, effect such Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Shares then outstanding (the “Initiating Holders”) shall state Securities as are specified in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Actrequest, the Company shall promptly use its best efforts to effect the registration under the Securities Act together with all or such portion of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale Securities of any True-Up Shares other Shareholder or Conversion True-Up Shares Shareholders joining in an IPO. such request as are specified in a written request given to Drew within twenty (b20) Notwithstanding anything contained in this Section 2 to the contrarydays after receipt of such written notice from Drew; provided, the Company however, that Drew shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act such Registration, qualification or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2compliance, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2.hereof: (iiiA) With respect if Form S-3, or a similar successor short-form registration statement, is not available to any registration pursuant to this Section 2, the Company shall give notice of Drew for such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice offering by the CompanyShareholders; provided, however, that if such short-form registration does not become available to Drew within one hundred twenty (120) days after receipt by Drew of such written request, Drew shall effect such Registration on Form S-1 or a similar successor long-form registration statement promptly after expiration of such 120-day period; (B) if the managing underwriter advises Shareholders propose to sell less than the Company that aggregate minimum number of Registrable Securities set forth above; or (C) if, (x) such request is made during the inclusion First Period, and a Registration has been previously effected by Drew pursuant to Section 2(b)(A) hereof during the First Period or, (y) such request made during the Second Period, and a Registration has been previously effected by Drew pursuant to Section 2(b)(B) hereof during the Second Period; or (D) if Drew furnishes to the Shareholders a certificate signed by Drew's President stating that, in the good faith judgment of all Registrable SharesDrew's Board of Directors, Primary Shares and/or Other Shares proposed it would be seriously detrimental to Drew and its shareholders for a Registration to be effected at such time, in which event Drew shall have the right to defer the Registration for a period of not more than one hundred twenty (120) days after receipt of the request of the Shareholders under this Section 2(b); provided, however, that Drew shall not utilize this right more than once in any eighteen (18) month period; or (E) in any particular jurisdiction in which Drew would be required to qualify to do business or to execute a general consent to service of process in effecting such Registration, qualification or compliance. (iii) Subject to the foregoing, as soon as practicable after receipt of the request from the Shareholders, Drew shall file, and use its best efforts to cause to become effective, a registration statement on Form S-3 or Form S-1 (as the case may be in accordance with subsection (ii)(A) above) covering the Registrable Securities and other securities so requested to be Registered. (iv) Except for up to 350,000 shares of Common Stock held by Drew Shareholders, other than the Shareholders, who are contractually entitled to have such Common Stock included in such registration would interfere with Registration, Drew shall not include in any Registration requested pursuant to this Section 2(b) any securities which are not Registrable Securities without the successful marketing (including pricing) prior written consent of the holders of a majority of the Registrable Shares proposed to be Securities included in such registration, then Registration. If such Registration is an underwritten offering and the underwriters advise Drew in writing that in their opinion the number of Registrable SharesSecurities and, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) firstif permitted hereunder, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), other securities requested to be included in such registration (oroffering exceeds the number of Registrable Securities and other securities, if necessaryany, which can be sold in an orderly manner in such Series B offering within a price range acceptable to the holders of a majority of the Registrable Shares Securities initially requesting such Registration, Drew shall include in such Registration, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (or, if necessary, such Other Shares pro rata among the respective holders thereof based upon on the number basis of Other Shares requested to be registered the amount of Registrable Securities owned by each such holder). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the The Company shall promptly use its reasonable best efforts to effect and facilitate the registration of all Registrable Securities, as promptly as practicable after October 1, 2019, on an appropriate form under the Securities Act (and on an Automatic Shelf Registration Statement, if then available to the Company, or if an Automatic Shelf Registration Statement is not then available to the Company, on Form S-3, or if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to the Company) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition requested by the Holders; provided, however, that if at the time of the proposed registration of the Registrable Shares which Securities the Company has been so requested to register by (i) is a Well-Known Seasoned Issuer (as defined in Rule 405 of the Holders. For Securities Act Act) and (ii) shall have an effective Automatic Shelf Registration Statement on file with the avoidance of doubtSEC (an “Effective WKSI Shelf”), the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in may satisfy its obligation under this Section 2 2.1(a) by filing a supplement to the contraryprospectus included in the Effective WKSI Shelf provided, further however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: : (i) The the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated in total pursuant to this Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense2.1(a); (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay with respect to the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes 2.1(a) or any Underwritten Offering (other than a broker-facilitated transaction and subject to the Holders requesting provisions of Section 2.2(c)) pursuant to such registration statement filed pursuant to this Section 2hereto, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration or offering any Primary Shares equity securities other than Registrable Securities. Subject to Section 2.1(b), the Company will cause the registration statement filed pursuant to this Section 2.1(a) (or Other Shares the registration statement utilized to comply with its obligations under this Section 2.1(a)) to be continuously effective under the Securities Act from and shall include after the date it is first declared or becomes effective until all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice Securities covered by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included statement have been distributed in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock manner set forth and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be as contemplated in the form of an underwritten offering. The Initiating Holders shall, at their option, select one registration statement or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of there are no longer any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingSecurities outstanding.

Demand Registration. (a) At any time from Subject to the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date conditions of this AgreementSection 2.1, if the Company shall receive a written request from Series A Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Series A Holders”) shall state in writing that such Holders desire to sell Registrable Shares who in the public securities markets and request aggregate hold more than fifty percent (50%) of the Series A Registrable Securities that the Company to effect the file a registration of Registrable Shares statement under the Securities ActAct covering the registration with an anticipated aggregate offering price, net of underwriting discounts and commissions, exceeding $5,000,000, then the Company shall promptly shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect the registration under the Securities Act of all Series A Registrable Securities that the Series A Holders request to be registered. (b) Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Series B Holders (the “Initiating Series B Holders”) who in the aggregate hold more than fifty percent (50%) of the Series B Registrable Securities that the Company file a registration statement under the Securities Act covering the registration with an anticipated aggregate offering price, net of underwriting discounts and commissions, exceeding $5,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect the registration under the Securities Act of all Series B Registrable Securities that the Series B Holders request to be registered. (c) For purposes of determining whether a sufficient number of Initiating Series A Holders and Initiating Series B Holders have exercised their rights to demand registration under Sections 2.1(a) or 2.1(b), above, respectively, the number of Series A Registrable Securities and Series B Registrable Securities may, at the request of the Initiating Series A Holders or the Initiating Series B Holders be aggregated to determine whether Initiating Series A Holders or Initiating Series B Holders holding in the aggregate at least fifty percent (50%) of all Series A Registrable Securities and Series B Registrable Securities have exercised rights under Sections 2.1(a) or 2.1(b), above. For purposes hereof, Initiating Series A Holders and Initiating Series B Holders shall be referred to collectively herein as the “Initiating Holders.” (d) If the Initiating Holders intend to distribute the Registrable Shares which Securities covered by their request by means of an underwriting, they shall so advise the Company has been so requested as a part of their request made pursuant to register by this Section 2.1 or any request pursuant to Section 2.3 and the HoldersCompany shall include such information in the written notice referred to in Sections 2.1(a) or 2.1(b), or Section 2.3(a), as applicable. For the avoidance of doubtIn such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). 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 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 all Registrable Securities on a pro rata basis based on the number of all Registrable Securities held by all such 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 proposed to be included in such underwriting and registration are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (e) The Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2.1: (1) prior to the earlier of (i) 180 days following the effective date of the registration statement pertaining to the Initial Offering; or (ii) October 10, 2013; (2) with respect to requests under Section 2.1(a), after the Company has effected two (2) registrations pursuant to Section 2.1(a) and such registrations have been declared or ordered effective by the SEC, and with respect to requests under Section 2.1(b), after the Company has effected two (2) registrations pursuant to Section 2.1(b) and such registrations have been declared or ordered effective by the SEC; (3) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing, and ending on the date six (6) months following the effective date of the registration statement pertaining to a public offering (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company uses its reasonable best efforts to cause such registration statement to become effective; and provided, further that the Holders of the Registrable Securities were afforded the right to include their Registrable Securities in such public offering (subject the cutback provisions in Section 2.2(a)); (4) if within thirty (30) days of receipt of a written request from the Initiating Series A Holders pursuant to Section 2.1(a) and/or the Initiating Series B Holders pursuant to Section 2.1(b), the Company delivers to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that (i) the Company is engaged, or its Board of Directors has fixed plans authorized management to engage pursue within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares shares of Common Stock in which the holders of Registrable Shares Securities may include their Registrable Shares Securities pursuant to Section 3 or 2.2 (ii) subject the Board has reasonably determined cutback provisions in its good faith judgment Section 2.2(a)); provided, that it would such right to delay a request shall be seriously detrimental to exercised by the Company and its stockholders for such registration statement to be filed, provided, however, that not more than once in any twelve (12) month period; (5) if the Company may only delay the filing or effectiveness of shall furnish to Holders requesting a registration statement pursuant to this Section 2(b2.1 a certificate signed by the Chairman of the Board stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company or it would materially interfere with any material transaction involving the Company (including a potential merger, sale of control or sale of substantially all of the Company’s assets) 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 total period of not more than one hundred and twenty eighty (120180) days after receipt of the date request of the Initiating Holders; provided that such right to delay a request for registration shall be exercised by the Company not more than once in any twelve (12) month period; or (6) if the Initiating Series A Holders or the Initiating Series B Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this Section 2. (iii) With respect to any registration a request made pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)2.3 below. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) 2.1 At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary closing of the date of this AgreementCompany’s IPO, if the Initiating Holders representing at least may request in writing (such request in writing, a majority “Demand”) that all or part of the Registrable Series E2 Shares then outstanding (or Series E Shares held by the “Initiating Holders”) Holders shall state in writing that such Holders desire to sell Registrable Shares be registered for trading on the securities exchange on which the securities of the Company were offered in the public securities markets and request the Company to effect the registration of Registrable Shares IPO, or otherwise under the Securities ActAct (“Demand Registration”). Within 20 days after receipt of any Demand, the Company shall promptly give written notice of such Demand to the other Holders, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and who provide the Company with written requests (each a “Demand”) for inclusion therein within 15 days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received Demands from the Initiating Holders and the other Holders. The Company shall not be required to effect more than two Demand Registrations under this Section 2.1 at the Securities Act request of the Initiating Holders. (a) Subject to and in addition to the above Section 2.1, at any time following a Demand made by the Initiating Holders pursuant to Section 2.1 hereof the Holders holding a majority of the Series D Shares may require the Company to make a Demand Registration. The holders of Series D Shares that are Registrable Shares which the Company has been so requested may make up to register by the Holders. For the avoidance of doubttwo (2) Demands, provided that the Company shall not be required to register effect a Demand Registration within 180 days, from the sale effective date of a prior Demand, F-3 Registration or re-sale of any True-Up Shares Company Registration (each as defined below) or Conversion True-Up Shares in an the IPO. (b) Notwithstanding anything contained Subject to and in this Section 2 addition to the contraryabove Section 2.1 and 2.2(a), at any time following one (1) Demand made by each of the Initiating Holders pursuant to Section 2.1 hereof and the Holders of Series D Shares pursuant to Section 2.2(a) hereof, the Holders holding a majority of the Series C Shares may require the Company to make a Demand Registration. The holders of Series C Shares may make up to two (2) Demands, provided that the Company shall not be obligated required to effect any registration under the Securities Act except in accordance with the following provisions: a Demand Registration (i) The unless the aggregate anticipated offering price of the Registrable Shares to be sold in such Demand Registration equals at least US$4,000,000 or (ii) within 180 days, from the effective date of a prior Demand, F-3 Registration or Company Registration (each as defined below) or the IPO. Within 10 days after receipt of a Demand pursuant to this Section 2.2, the Company shall not be obligated give written notice of such Demand to all Holders, and shall include in such Demand Registration all Registrable Shares held by all Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within 15 days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to file and cause to become effective (A) more than two (2) long-form effect the registration statements initiated pursuant to Section 2(a) (other than those on form S-3 of all Registrable Shares as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold it has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration received Demands pursuant to this Section 2 if 2.2. A Demand which has not culminated in the registration of the requested Registrable Shares shall not be counted as a Demand for the purposes of this Section 2. It is hereby clarified that no other Holder may exercise its right to any Demand Registration prior to completion of the first Demand Registration effected at the time request of the Initiating Holders. 2.3 Notwithstanding the provisions of Section 2.1 and 2.2 above, if the Company advises the Holders in writing that, based on the managing underwriter’s or underwriters’ written opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the underwriter’s ability to effect an orderly distribution of such request securities at the price per share in such offering (“Cutback”), the Company furnishes will include in such registration the number of Registrable Shares requested to be included that, in the opinion of such underwriters, can be sold, divided pro rata, among the holders of such securities on the basis of the number of Registrable Shares held by such Holders immediately prior to the Holders requesting registration. Notwithstanding the foregoing, it is hereby clarified that in the event of a Cutback with respect to a registration pursuant to a Demand made in accordance with Section 2.1 hereof, the Company will include in such registration statement the number of Registrable Shares requested to be included that, in the opinion of the underwriters, can be sold, in the following order: First, all of the Series E2 Shares and Series E Shares requested by the Holders thereof to be included in such registration; then, all the Series D Shares and Series D2 Shares requested by the Holders thereof to be included in such registration, divided pro-rata, among the holders of Series D Shares and Series D2 Shares held by such Holders immediately prior to the registration; and then, all of the Series C Shares requested by the Holders thereof to be included in such registration. In the event of Cutback which precludes the registration of all of the shares requested by the Holders of a particular series of shares, each Holder in such series will be Cutback pro rata to their holdings in such series. The Company shall be entitled to register securities for sale for its own account in any registration requested pursuant to this Section 2, provided, however, that in any event of a Cutback, then such securities shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, prior to any exclusion of Registrable Shares. 2.4 The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely with respect to an employee benefit plan or pursuant to a registration on Form F-4 or S-4) to be initiated after a registration requested pursuant to this Section 2 and to become effective less than 90 days after the effective date of any registration requested pursuant to this Section 2, unless permitted to do so by the written consent of Holders who hold at least 50% of the Registrable Shares as at such time. 2.5 If the Company shall furnish to Holders a certificate signed by the Chief Executive Officer of the Company stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company it would be seriously detrimental to the Company and or its stockholders shareholders for such a registration statement to be filedeffected at such time, the Company shall have the right to defer the filing for a period of not more than ninety (90) days after a Demand request by the Holders pursuant to this Section 2; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to shall not utilize this Section 2(bright more than once in any twelve (12) for a total of one hundred month period and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice not register any other of its securities during such ninety-day period (other than a registration effected solely with respect to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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 holderan employee benefit plan). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At If the Company will receive from the Initiating Holders at any time from after the earlier of (i) the third anniversary of the Second Closing Date or (ii) six (6) months following after the completion effective date of the first registration statement filed by the Company covering an IPO or underwritten offering of any of its securities to the general public, a written request that the Company effect any registration with respect to Registrable Securities held by such Initiating Holders such that the aggregate offering price to the public for the Registrable Securities offered would not be less than Seventy-Five Million Dollars ($75,000,000.00), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) the third (3rd) anniversary of the date of this Agreementsubject to Section 1.3(b), if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Actas soon as practicable, the Company shall promptly use its best efforts to effect such registration within ninety (90) days of the registration date of such notice in Section 1.3(a)(i) above (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares which Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company has been so requested to register by the Holders. For the avoidance of doubt, within twenty (20) days after such written notice from the Company shall not be required to register the sale is mailed or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the delivered. The Company shall will not be obligated to effect effect, or to take any action to effect, any such registration under the Securities Act except in accordance with the following provisionspursuant to this Section 1.3: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than 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; (B) after the Company has initiated two (2) long-form registration statements initiated such registrations pursuant to Section 2(a1.3(a) (other than those on form S-3 counting for these purposes only registrations which have been declared or ordered effective and registrations which have been withdrawn by the Holders as set forth in Section 4to which the Holders have not elected to bear all the Registration Expenses relating to such registration); (C) at during the period starting with the date ninety (90) days prior to the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at good faith estimate of the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price date of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than filing, and ending on Form S-8 promulgated under the Securities Act or any successor form 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 a date one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date effective date, of a Company-initiated registration; provided, however, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that the Company uses commercially reasonable efforts to give notice to all Holders upon commencement of such period (and in any event, no later than thirty (30) days from the date the Company receives a registration request from Initiating Holders as provided for registration in Section 1.3(a)); (D) if the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to this a request made under Section 2 if 1.5 hereof. In the event that a withdrawal of a registration by the Holders is based upon material adverse information relating to the Company that is different from the information made available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 1.3, such request registration will not be treated as a counted registration for purposes of this Section 1.3 hereof. (b) Subject to the foregoing clauses (A) through (D), the Company furnishes will file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be materially detrimental to the Holders requesting Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement pursuant at such time, and (ii) the Company will furnish to this Section 2, such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company, it would be seriously materially detrimental to the Company and its stockholders for such registration statement to be filedfiled in the near future and that it is, providedtherefore, howeveressential to defer the filing of such registration statement, then the Company will 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, and, provided further, that the Company may only delay the filing or effectiveness of a will not defer its obligation in this manner more than once in any rolling twelve (12) month period. The registration statement filed pursuant to this Section 2(b) for a total the request of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”)may, subject to the last sentence provisions of Section 2(aSections 1.3(b), requested 1.3(d), and 1.3(e) hereof, include other securities of the Company, with respect to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to which registration rights requested to be included in such registration (or, if necessary, such Other Shares pro rata among have been granted and may include securities of the holders thereof based upon Company being sold for the number account of Other Shares requested to be registered by each such holder)the Company. (ivc) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so elect, advise the offering Company as a part of such Registrable Shares their request made pursuant to this Section 1.3, and the Company shall include such registration shall be information in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable written notice given pursuant to the Company to act as the lead managing underwriter or underwriters in connection with such offeringSection 1.3(a)(i). In such event, the right of any Person Holder to include such Person’s all or any portion of its Registrable Shares or Other Shares Securities in such registration pursuant to this Section 1.3 shall be conditioned upon such PersonHolder’s participation in an underwriting and the inclusion of such underwritingHolder’s Registrable Securities to the extent provided herein. (d) If the Company will request inclusion in any registration pursuant to Section 1.3 of securities being sold for its own account, or if other persons will request inclusion in any registration pursuant to Section 1.3, the Initiating Holders will, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1. All The Company will (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Companyunderwriting) enter into an underwriting agreement in customary form with the underwriter(s) representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders, to which the Company has reasonably consented. (e) Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration will be allocated as set forth in Section 1.14 hereof. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person will be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded will also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.3(e), then the Company will offer to all Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 1.14.

Demand Registration. (a) At Subject to the terms and conditions hereof (including Section 3.1(a)), at any time from after 180 days following a Qualified IPO or in order to cause a Qualified IPO pursuant to Section 8.04 of the earlier LLC Agreement, ARC and AMH shall each be entitled to make a written request of the Company (ia “Demand” and upon making a Demand, ARC or AMH, as applicable, to be a “Requesting Investor”) six (6) months following for registration under the completion Securities Act of an IPO amount of Registrable Securities owned by the ARC Investors or the AMH Investors, as applicable that either (x) equals or is greater than the Registrable Amount, or (iiy) the third (3rd) anniversary constitutes all of the date Registrable Securities of all of the ARC Investors or AMH Investors, as applicable (a “Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act of of: (i) the Registrable Shares Securities which the Company has been so requested to register by the Holders. For Requesting Investor for disposition in accordance with the avoidance intended method of doubt, disposition stated in such Demand; and (ii) all equity securities of the Company shall not be required which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 2.1, but subject to Section 2.1(g), all to the sale or re-sale extent necessary to permit the disposition (in accordance with the intended methods thereof) of any True-Up Shares or Conversion True-Up Shares in an IPOthe Registrable Securities and the additional securities, if any, to be so registered. (b) Notwithstanding anything contained Each Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in this Section 2 such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the contrary, extent then known and (iii) the Company identity of the Requesting Investor and any of its Permitted Transferees who are participating in the Demand. (c) ARC shall be entitled to an aggregate of five (5) Demand Registrations. AMH shall be entitled to an aggregate of six (6) Demand Registrations. (d) A Demand Registration shall not be obligated deemed to effect any registration under the Securities Act except in accordance with the following provisionshave been effected and shall not count as a Demand: (i) The Company shall not be obligated to use its best efforts to file and cause to unless a registration statement with respect thereto has become effective and has remained effective for a period of at least ninety (A90) more than two days (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any or such shorter period in which any other registration statement (other than on Form S-8 promulgated under the all Registrable Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were included in such Demand Registration have actually been sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days.thereunder); (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up if, after it has become effective, such Demand Registration becomes subject, prior to ninety (90) days after the date of a request for registration pursuant effectiveness, to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2any stop order, a certificate signed by the Chief Executive Officer injunction or other order or requirement of the Company stating that SEC or other Governmental Authority for any reason; (iiii) the Company is engaged, or has fixed plans to engage within thirty unless at least seventy-five percent (3075%) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders number of Registrable Shares may include Registrable Shares Securities requested to be registered by ARC in any Demand Registration for which ARC is the Requesting Investor are actually sold in such Demand Registration; (iv) if such Demand Registration is withdrawn pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to 2.3 after the Company and exercises its stockholders for such registration statement right to be filed, provided, however, that the Company may only delay postpone the filing or effectiveness of a registration statement pursuant to this Section 2(b2.1(f); or (v) if the conditions to closing specified in the underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than by reason of any act or omission by such Requesting Investors. (e) Demand Registrations shall be on Form S‑1 or any similar long-form registration, (ii) on Form S‑3 or any similar short-form registration (other than a shelf registration), if such a short-form registration is then available to the Company or (iii) on Form S‑3ASR if the Company is, at the time a Demand is made, a Well-Known Seasoned Issuer. (f) The Company shall not be obligated to: (i) subject to the proviso in Section 2.5(a)(ii), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a total of one hundred and twenty period longer than ninety (12090) days days; or (ii) effect any Demand Registration: (A) within six months after the effective date of a request for registration statement with respect to a “firm commitment” Underwritten Offering in which all Piggyback Sellers were given “piggyback” rights pursuant to this Section 2. 2.2 (iiisubject to Section 2.2(b)) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days at least fifty percent (50%) of the mailing number of the foregoing notice Registrable Securities requested by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed such Piggyback Seller to be included in such Demand Registration were included; or (B) within four months after the effective date of a registration statement (or prospectus supplement for a Marketed Underwritten Shelf Offering) with respect to any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to the Requesting Investor) the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice in any period of 12 consecutive months and in no event for more than an aggregate of sixty (60) days in any 365 day period) if the Board determines in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would interfere cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential (and such information would not otherwise be required to be publicly disclosed by the Corporation at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act but for the filing of such Registration Statement) or because of the unavailability of audited or other required financial statements; provided that the Company shall have used and shall use best efforts to make available as soon as possible such financial statements. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the Requesting Investors shall have the right to withdraw such Demand in accordance with Section 2.3. (g) The Company shall not include any securities in a Demand Registration except Registrable Securities held by the Investors, or other securities with the successful marketing written consent of each of ARC and AMH. If, in connection with a Demand Registration, the lead bookrunning underwriters (including pricing) or, if such Demand Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by the Company and reasonably acceptable to Investors holding a majority of the Registrable Shares proposed Securities included in such Demand Registration, and whose fees and expenses shall be borne solely by the Company) advise the Company in writing that, in their reasonable opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is reasonably advised by such underwriters or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such registrationDemand Registration by any Investors which, then in the opinion of the underwriter or investment bank can be sold without adversely affecting the marketability of the offering, pro rata among such Investors based upon the number of Registrable Shares, Primary Shares and/or Other Shares proposed Securities initially requested by such Investor (in either a Demand or Piggyback Notice) to be included in such registration shall be included in Demand Registration, (ii) second, securities the following order: Company proposes to sell for its own account and (Aiii) firstthird, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), other equity securities duly requested to be included in such registration (orstatement, if necessary, such Series B Registrable Shares pro rata among on the Holders thereof based upon basis of the number amount of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) other securities requested to be included in or such registration (orother method determined by the Company, if necessaryARC and AMH, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)acting jointly. (ivh) If Any time that a Demand Registration involves an Underwritten Offering, (i) the Initiating Holders so elect, Requesting Investor shall select a nationally-recognized investment banking firm (reasonably acceptable to the Company) to act as a co‑lead bookrunning underwriter with respect to the offering of such Registrable Shares pursuant Securities, (ii) the Company shall select a nationally-recognized investment banking firm (reasonably acceptable to the Requesting Investor) to act as a co‑lead bookrunning underwriter with respect to the offering of such registration Registrable Securities and (iii) the Company shall be in the form of enter into an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers underwriting agreement that is reasonably acceptable to the Company and the Requesting Investor, with such agreement containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of securities similar to act as the lead managing underwriter Registrable Securities in underwriting agreements with respect to offerings of securities similar to the Registrable Securities for the account of, or underwriters in on behalf of, such issuers. (i) In connection with such offering. In such eventany Underwritten Offering under this Section 2.1, (i) the right of any Person Company shall not be required to include the Registrable Securities of an Investor (other than a Requesting Investor) in the Underwritten Offering unless such Person’s Registrable Shares or Other Shares Investor accepts the terms of the underwriting (pursuant to the underwriting agreement to be negotiated and entered into as specified in such registration shall be conditioned Section 2.1(h)) as reasonably agreed upon such Person’s participation between the Company and the underwriters selected by the Company, in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together accordance with the Companyterms hereof, and (ii) any Requesting Investor shall enter into an the underwriting agreement referred to in customary form with the underwriter(sSection 2.1(h)(iii) selected for such underwritingabove.

Demand Registration. (a) At If at any time prior to eight (8) years from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreementthe Closing, if the Holders AER shall receive a written request from a Purchaser or Purchasers holding Shares, Conversion Shares, Warrants and Warrant Shares representing at least a majority 25% of the Registrable Common Stock issuable upon conversion of the Shares then outstanding (and exercise of the “Initiating Holders”) shall state in writing Warrants that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the AER file a registration of Registrable Shares statement under the Securities Act, covering the Company registration of at least $2,000,000 of the Warrant Shares, the Conversion Shares, other shares of Common Stock owned by each Purchaser, and shares of Common Stock owned by Keystone, Inc., D▇▇▇▇ ▇. ▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇ or "affiliates" or "associates" thereof, as such terms are defined in the Securities Act (collectively the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act, AER shall promptly first notify in writing any Purchaser who has not joined in such request of such request. Each such Purchaser and any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by AER of a written request for a demand registration pursuant to this Section 4(a), AER shall file a registration statement with the Commission relating to the shares as to which such request for a demand registration relates (the "Requested Shares") and AER shall use its best efforts to effect cause the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than which may cover, without limitation, an offering on Form S-8 promulgated under the Securities Act a delayed or any successor form thereto) pursuant continuous basis open for up to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. days pursuant to Commission Rule 415) for the Requested Shares to become effective under the Securities Act. AER shall be obligated to effect only three (ii3) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration registrations pursuant to this Section 2 4(a) for all Purchasers and Third Party Shareholders together, and only if the proposed aggregate selling price in any such offering is at the time of least $2,000,000. Any such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence rights of Section 2(a)the purchasers of AER Debentures (the "Debenture Subscribers") and S▇▇▇▇▇ pursuant to the Registration Rights Agreement dated as of November 22, requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata 1995 among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) thirdAER, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Debenture Subscribers and S▇▇▇▇▇. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time from On or after the earlier of (iA) six (6) months following 180 days after the completion effective date of a registration statement filed by the Company in connection with an IPO initial public offering of any Company Stock or other securities under the Act, or (iiB) the third (3rd) anniversary July 31, 2000, then, upon written request of the date of this Agreement, if Purchasers holding in the Holders representing at least a majority aggregate greater than twenty percent (20%) of the Registrable Shares then outstanding Securities or Registrable Securities having a minimum anticipated aggregate net offering proceeds of at least ten million dollars (the “Initiating Holders”$10,000,000) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Act of all or a portion of the Registrable Securities Actand specifying the intended method of disposition thereof, the Company shall shall, within fifteen (15) days after the Company has received such written notice, promptly commence and use its best efforts to effect consummate the registration under the Securities Act of the Registrable Shares Securities, or such portion thereof, and of all other stock or securities which the Company has been so requested to register by any other holder of the Holders. For Company's securities that is entitled to include securities in such registration (the avoidance "Class E Demand Registration"); provided, however, that (1) the Purchasers shall be entitled to request one (1) Class E Demand Registration, provided that either (a) the Registrable Securities requested to be included in such Class E Demand Registration constitute at least twenty percent (20%) of doubt, the Company shall not be required to register the sale total number of Registrable Securities issued hereunder or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contraryanticipated gross receipts (before underwriters discounts and commissions and costs of such registration) from the offering exceed ten million dollars ($10,000,000), the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form a registration statements initiated pursuant to Section 2(awill not count as the permitted Class E Demand Registration until it has become effective, (3) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any a registration statement under the Act as required by this Section 2.1.3. for a period of up to ninety sixty (9060) days after the 1. In the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, event that the Company may only delay Purchasers exercise the filing or effectiveness of a demand registration statement pursuant to this Section 2(b) for a total of one hundred right hereunder, and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that Lycos in connection therewith are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares on a pro rata among basis with the Holders thereof based upon Purchasers' Registrable Securities, pursuant to section 11 of the number letter agreement between Lycos and the Company dated March 9, 1998 or otherwise, account for 30% or more of Non-Series B Registrable Shares requested the shares offered in such registered offering, then the Purchasers shall have the right to be registered by each such Holder); one (C1) thirdadditional Class E Demand Registration hereunder. Subject to the terms and conditions hereof, the Primary Shares; and (D) fourth, Purchasers' right to request a registration under this Section 2.1.3. shall survive the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right conversion of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter Class E Preferred Stock into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.Class A Common Stock

Demand Registration. (a) At If at any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of after the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Acthereof, the Company shall promptly use its best efforts to receive a written request from the Stockholder that the Company file a registration statement under the Act covering the registration of at least twenty five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall: (i) effect as soon as practicable, and in any event within 90 days after receipt of such request, the registration under the Securities Act of the all Registrable Shares Securities which the Company has been so requested Stockholder request to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPOregistered. (b) Notwithstanding anything contained in this Section 2 If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a). The underwriter or underwriters will be selected by the Stockholder and shall be reasonably acceptable to the contrary, Company. The Stockholder (together with the Company as provided in subsection 1.4(e)) shall not be obligated to effect any registration under the Securities Act except enter into an underwriting agreement in accordance customary form with the following provisions:underwriter or underwriters selected for such underwriting. (ic) The Company shall not be obligated to use its best efforts effect, or to file take any action to effect, any registration pursuant to this Section 1.2: (i) if more than one registration has been effected pursuant to this Section 1.2 in any preceding twelve (12) month period and cause to become effective (A) such registration has been declared or ordered effective, or more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has such registrations have been declared or ordered effective within the prior one hundred eighty (180) days.overall; (ii) The Company may delay During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing or effectiveness of any registration statement for of, and ending on a period of up to date 2 ninety (90) days after the effective date of of, a request for registration pursuant subject to this Section 2 if at the time of such request 1.3 hereof; provided that the Company furnishes is actively employing in good faith all reasonable efforts to the Holders requesting cause such registration statement to become effective; (iii) If the Stockholder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to this a request made pursuant to Section 2, 1.10 below; or (iv) if the Company shall furnish to the Stockholder a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filedeffected at such time, provided, however, that in which event the Company may only 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 Stockholder; provided that such right to delay the filing or effectiveness of a registration statement request, whether pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this 1.2 or Section 2. (iii) With respect to any registration pursuant to this Section 21.10, shall be exercised by the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include more than once in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing twelve (including pricing12) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)month period. (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time and from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreementtime to time, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request Investor may make written requests on the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect for the registration under the Securities Act of the Registrable shares of Company common stock (the "Common Stock") issuable upon conversion of the Series A Shares which (the Company has been so requested to register by the Holders"Conversion Shares") having an anticipated aggregate offering price (net of discounts and commissions) of at least $5,000,000. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts have no obligation to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With with respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Companyrequests; provided, however, that if the managing underwriter advises Conversion Shares may be -------- ------- registered on Form S-3 (or any successor form with similar "short form" disclosure requirements), the Company Investor shall have unlimited rights to request registration of its Conversion Shares on Form S-3 (or such successor form), provided, however, that each such registration of -------- ------- Conversion Shares shall have an anticipated aggregate offering price (net of discounts and commissions) of at least $500,000. Each such request described in the inclusion preceding two sentences shall be hereinafter referred to as a "Demand Registration." Any Demand Registration will specify the number of all Registrable Shares, Primary Shares and/or Other Conversion Shares proposed to be sold and will also specify the intended method of disposition thereof. (b) A registration will not be deemed to have been effected as a Demand Registration unless it has been declared effective by the Commission and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, -------- ------- after it has become effective, the offering of shares of Common Stock pursuant to such registration is or becomes the subject of any stop order, injunction or other order or requirement of the Commission or any other governmental or administrative agency, or if any court prevents or otherwise limits the sale of the shares of Common Stock pursuant to the registration at any time within one hundred eighty (180) days after the effective date of the registration statement, such registration will be deemed not to have been effected. If (i) a registration requested pursuant to this Section 10.1 is deemed not to have been effected or (ii) the registration requested pursuant to this Section 10.1 does not remain effective for a period of at least one hundred eighty (180) days beyond the effective date thereof or, with respect to an underwritten offering of Conversion Shares, until ninety (90) days after the commencement of the distribution by the Investor of the Conversion Shares included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registrationstatement, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed Company shall continue to be included in obligated to effect such registration pursuant to this Section 10.1. The Investor shall be included in the following order: (A) first, permitted to withdraw all the Registrable Shares that are issued or issuable upon conversion any part of the Series B Preferred Stock and Conversion Shares from a Demand Registration at any True-Up Shares (collectively, “Series B Registrable Shares”), subject time prior to the last sentence effective date of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Demand Registration. (ivc) If the Initiating Holders Investor so electelects, the offering of such Registrable Conversion Shares pursuant to such registration Demand Registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, Investor shall select one or more nationally prominent recognized firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters (the "Underwriter") in connection with such offering. In such event, the right of offering and shall select any Person additional investment bankers and managers to include such Person’s Registrable Shares or Other Shares be used in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together connection with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingoffering.

Demand Registration. (a) At Subject to the limitations contained in Section 4.7, at any time and from time to time, the earlier holders of at least 51% of the outstanding Series A Preferred Shares and Conversion Shares held by the TCW Holders and the holders of at least 51% of the outstanding Series A Preferred Shares and Conversion Shares held by the Pacific Holders and the Aquila Holders may give written notice to the Company (i) six (6) months following of their intention to convert all or part of the completion Series A Preferred Shares held by them and to transfer the Conversion Shares held or obtained by conversion of an IPO or the Series A Preferred Shares and (ii) requesting the third registration of said Conversion Shares. (3rdb) anniversary Whenever the Company shall have received a demand to effect a registration pursuant to Section 4.3(a), the Company shall promptly give written notice of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating such proposed registration to all other Holders”) shall state . Any such Holder may request in writing that all of such Holders desire to sell Registrable Shares Holder's Conversion Shares, or any portion thereof, designated by such Holder, be included in the public securities markets and request the registered offering. (c) The Company shall, as expeditiously as possible following receipt of a demand pursuant to Section 4.3(a), effect the registration of Registrable such Conversion Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act . The Sellers of the Registrable Conversion Shares which shall have the Company has been so requested right to register by select the Holders. For managing underwriter or underwriters for the avoidance offering of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or such Conversion True-Up Shares in an IPOShares. (bd) Notwithstanding anything contained in this Section 2 to In the contrary, the Company shall not be obligated to effect any registration under the case of an underwritten public offering of Restricted Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within so registered, if the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating managing underwriter advises in its opinion that (i) the Company is engaged, inclusion in such registration of some or has fixed plans to engage within thirty (30) days of the time all of such requestCommon Stock requested to be registered (including without limitation, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares securities to be included pursuant to Section 3 incidental or "piggyback" rights heretofore or hereafter granted by the Company to other Persons) will cause the proceeds or price per share to the Sellers to be reduced or (ii) that the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement number of securities to be filed, provided, however, that registered at the Company may only delay request of the filing or effectiveness of a registration statement Sellers pursuant to this Section 2(b) for a total 4.3 plus the number of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request securities sought to be registered within 20 days by such other Persons is too large a number to be reasonably sold, then the number of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed securities to be included in such registration would interfere with will be reduced as set forth below: (i) the successful marketing (including pricing) number of the Registrable Shares proposed shares of Common Stock sought to be included registered by any Holders of Common Stock, other than the Conversion Shares, shall be reduced pro rata to the extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter (the "Recommended Number"); (ii) if the reduction provided for in such registrationclause (i) does not reduce the number of shares of Common Stock to be registered to the Recommended Number, then the number of Registrable Conversion Shares sought to be registered by Holders other than the Holders that exercised the demand to effect such registration pursuant to Section 4.3(a) shall be reduced pro rata, in proportion to the number of Conversion Shares sought to be registered by such Holders of Conversion Shares, Primary Shares and/or Other Shares proposed to the extent necessary to reduce the number of shares of Common Stock to be registered to the Recommended Number; and (iii) if the reduction provided for in clauses (i) and (ii) above does not reduce the number of shares of Common Stock to be registered to the Recommended Number, then the number of Conversion Shares sought to be registered shall be reduced pro rata, in proportion to the number of Conversion Shares sought to be registered by the Holders of such Conversion Shares, to the extent necessary to reduce the number of shares of Common Stock to be registered to the Recommended Number; provided, that in no event shall the holders of the Conversion Shares so included in such registration shall be included in the following order: (A) firstrequired to pay any expenses relating to such registration, including, without limitation, all the Registrable Shares that expenses described in the first paragraph of Section 4.7, which are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject related to the last sentence inclusion of Section 2(a), requested to be included any other holders' Common Stock in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)registration. (ive) If The Company will not grant to any Person at any time on or after the Initiating Holders so electdate hereof the right (a "Piggyback Right") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any Holder of its rights under this Section 4.3 unless such Piggyback Right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the respective Sellers believes that sale of such securities would adversely affect the amount of, or price at which, the offering respective Conversion Shares being registered under this Section 4.3 can be sold. (f) The Company agrees (1) not to effect any public or private sale or distribution of such Registrable Shares its equity securities, including a sale pursuant to such registration shall be in Regulation D under the form Securities Act, during the 10-day period prior to, and during the 120-day period beginning on, the closing date of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms offering made pursuant to a registration statement filed pursuant to this Section 4.3 and (2) to cause each holder of investment bankers reasonably acceptable to its privately placed equity securities purchased from the Company at any time on or after the date of this Agreement to act agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration, if permitted). Except pursuant to a registration statement filed pursuant to this Section 4.3, each Holder agrees not to effect any public sale or distribution, including a sale pursuant to Rule 144 or 144A under the lead managing underwriter or underwriters in connection with such offering. In such eventSecurities Act, of any Restricted Securities during the 10-day period prior to, and during the 120-day period beginning on, the right closing date of any Person an underwritten offering made pursuant to include a registration statement filed pursuant to this Section 4.3. (g) The Company recognizes that money damages may be inadequate to compensate Holders for a breach by the Company of its obligations under this Section 4.3, and the Company agrees that in the event of such Person’s Registrable Shares a breach the Holders may apply for an injunction of specific performance or Other Shares the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford Holders the benefits of this Section 4.3 and that the Company shall not object to such registration shall application, entry of such injunction or granting of such other equitable remedies on the grounds that money damages will be conditioned upon such Person’s participation in such underwriting. All Holders proposing sufficient to distribute their securities through such underwriting shall (together with compensate the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingHolders.

Demand Registration. (a) At Request for Registration on Form Other than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from Initiating Holder(s) at any time from after the earlier of (i) September 13, 2000, or (ii) three (3) months after the effective date of a Qualified Public Offering (provided that, if so required in writing by the underwriter(s) of the Qualified Public Offering, such three-month period may be extended to a period not to exceed the greater of (I) the length of the lock-up period imposed on members of senior management of the Company in connection with the Qualified Public Offering and (II) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date of this Agreementmonths, provided further that if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Actthree-month period is so extended, the Company shall use its reasonable best efforts to arrange for the Registration provided for in this Section 2.1(a) to be effective at or before the end of such extended period), a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities of such Initiating Holder(s) on a form other than Form S-3 for an offering of (x) in the case of a request delivered by Initiating Holder(s), other than a Significant Holder of at least twenty-five percent (25%) of the then outstanding Series E Registrable Securities, at least twenty-five percent (25%) of the then outstanding Series F Registrable Securities or at least twenty-five percent (25%) of the then outstanding Series G Registrable Securities, or (y) in the case of a request from an Initiating Holder who is a single Significant Holder, at least fifty percent (50%) of the then outstanding Registrable Securities represented by Convertible Securities owned by such Significant Holder, the Company shall (A) promptly give written notice of the proposed Registration to all other Holders and (B) as soon as practicable, use its best efforts to effect the registration under the Securities Act Registration of the Registrable Shares which Securities specified in such request of the Company has been so requested to register by the Holders. For the avoidance of doubtInitiating Holder(s), the Company shall not be required to register the sale or re-sale together with any Registrable Securities of any True-Up Shares or Conversion True-Up Shares Holder joining in an IPO. such request as are specified in a written request given within twenty (b20) Notwithstanding anything contained in this Section 2 to business days after written notice from the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) Company. The Company shall not be obligated to use its best efforts take any action to file and cause effect any such Registration pursuant to become effective this Section 2.1(a) (Ai) more than except as provided above, within the three (3) to six (6) months period referred to in the first sentence of this Section 2.1(a) or (ii) after the Company has effected two (2) long-form registration statements initiated such Registrations pursuant to this Section 2.1(a) in which the Company has not Registered securities for its own account and such Registrations have been declared effective. If the number of Registrable Securities proposed to be Registered by the Initiating Holder(s) is reduced pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at 2.1(e)(iii), such Registration shall not count toward the Company’s expense; (B) more than limit of two (2) long-form registration statements initiated Registrations referred to in the preceding sentence. (b) Right of Deferral of Registration on Form Other than Form S-3. If the Company shall furnish to all such Holders who joined in the request for any Registration pursuant to Section 2(a2.1(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer President of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such requestthat, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement any Registration to be filedeffected as requested under Section 2.1(a), the Company shall have the right to defer the filing of a Registration Statement with respect to such requested Registration for a period of not more than one hundred twenty (120) days from delivery of the request of the Initiating Holders; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to not utilize this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2right more than once in any twelve-month period. (iiic) With respect Request for Registration on Form S-3. Subject to the terms of this Agreement, in the event that the Company receives from one or more Initiating Holders a written request that the Company effect any registration pursuant Registration on Form S-3 (or any successor form to this Section 2Form S-3 regardless of its designation) at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation) for an offering of Registrable Securities, the Company shall will promptly give written notice of such registration the proposed Registration to all Holders that are not Initiating other Holders and the holders of all Other Shares that are entitled will as soon as practicable use its best efforts to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) effect Registration of the Registrable Shares proposed to be included Securities specified in such registrationrequest, then together with all of such Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) business days after written notice from the Company of the proposed Registration on Form S-3. There shall be no limit to the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration occasions on which the Company shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”obligated to effect Registration under this Section 2.1(c), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to but the Company shall not be required to act as the lead managing underwriter or underwriters effect more than two (2) such Registrations in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingcalendar year.

Demand Registration. (a) At any time from the earlier of (i) six (6) months following the completion of an IPO on or (ii) the third (3rd) anniversary of after the date of this Agreement, if the one or more Holders representing at least that own an aggregate of a majority of the Registrable Shares then outstanding Securities Then Outstanding shall make a written request to the Company (the “Initiating "Demanding Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act"), the Company shall cause there to be promptly use its best efforts to effect filed with the Commission a registration under statement meeting the requirements of the Securities Act (a "Demand Registration"), and each Demanding Holder shall be entitled to have included therein (subject to Section 2.6) all or such number of Registrable ----------- Securities as such Demanding Holder shall request in writing; provided, however, -------- ------- that no request may be made pursuant to this Section 2.1 if within nine (9) ----------- months prior to the date of such request a Demand Registration pursuant to this Section 2.1 shall have been satisfied (as provided in Section 2.3). Any request ----------- ----------- made pursuant to this Section 2.1 shall be addressed to the attention of the Registrable Shares which ----------- Secretary of the Company has been so requested with a copy to register by the Holders. For President of the avoidance Company, and shall specify the number of doubtRegistrable Securities to be registered, the Company shall not be required intended methods of disposition thereof and that the request is for a Demand Registration pursuant to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO.this Section 2.1(a). -------------- (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated entitled to use its best efforts postpone for up to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at 120 days from receipt of the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at written request for a Demand Registration the Holders’ expense; (C) filing of any demand registration Demand Registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are otherwise required to be or were sold has been prepared and filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 2.1, if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined determines, in its good faith judgment ----------- reasonable judgment, that it such registration and the Transfer of Registrable Securities contemplated thereby would be seriously detrimental to materially interfere with, or require premature disclosure of, (a) any financing, acquisition or reorganization involving the Company or any of its material wholly owned subsidiaries or (b) any other material contract under active negotiation by the Company or any of its subsidiaries, disclosure of which is prohibited by applicable regulation, and its stockholders for the Company promptly gives the Demanding Holders notice of such registration statement to be filed, determination; provided, however, that the Company may only delay shall not have postponed -------- ------- 2.1 during the filing 6 month period ended on the date of the relevant request pursuant --- to Section 2.1(a); and provided further that the Company shall file any -------------- -------- ------- ---- registration statement postponed pursuant to this Section 2.1(b) as soon as -------------- reasonably practicable following the cessation of the conditions specified in clauses (a) or (b) of this Section 2.1(b) if prior to the expiration of the 120- -------------- day period. 2.2. Following receipt of a request for a Demand Registration, the Company shall: (a) File the registration statement with the Commission as promptly as practicable, and shall use the Company's reasonable best efforts to have the registration statement declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to prepare current financial statements, conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering. (b) Use the Company's reasonable best efforts to keep the registration statement Continuously Effective for up to 120 days or until such earlier date as of which all the Registrable Securities included in the registration statement shall have been disposed of in the manner described in the registration statement. Notwithstanding the foregoing, if for any reason the effectiveness of a registration statement pursuant to this Section 2(b2 is --------- postponed as permitted by Section 2.1(b), the foregoing period shall be extended -------------- by the aggregate number of days of such postponement. (c) for Whenever the Company shall have received a total demand pursuant to Section 2.1(a) to effect the registration of one hundred any Registrable Shares, the Company -------------- shall promptly give written notice of such proposed registration to all Holders and twenty the NV Holders. Any Holder may, within thirty (12030) days after receipt of such notice, request in writing that all of such Holder's Registrable Shares, or any portion thereof designated by such Holder, be included in the date registration. 2.3. The Company shall not be obligated to effect more than ten (10) Demand Registrations. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder 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 Selling Holders and such interference is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a request for failure on the part of the Selling Holders. If the Company shall have complied with its obligations under this Agreement, a right to demand a registration pursuant to this Section 22 shall be deemed to have been satisfied upon the earlier of (x) --------- the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a period of 120 days, provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated. 2.4. The Company may, at its sole option, elect to satisfy a request for a Demand Registration on Form S-2 or Form S-3 promulgated under the Securities Act (or any successor forms thereto), if such forms are then available to the Company; provided, however, that the Majority Selling Holders -------- ------- or the Underwriters' Representative of the proposed offering shall have the right to require that the Company disclose in the registration statement and form of prospectus included therein the type of information that would be required in a Form S-1 registration statement if the Underwriters' Representative reasonably deems such disclosure to be advisable in order to successfully market the securities intended to be sold in such offering. 2.5. If any registration pursuant to Section 2 involves an --------- underwritten offering (whether on a "firm," "best efforts" or "all reasonable efforts" basis or otherwise), or an agented offering, the Majority Selling Holders shall have the right to select the managing underwriter and lead manager to administer such underwritten offering or the lead placement agent for such agented offering; provided, however, that each Person so selected shall be -------- ------- reasonably acceptable to the Company; and provided, further, that the Company --------- ------- shall have the right to select a co-managing underwriter or co-manager to administer an underwritten offering and a co-placement agent if an agented offering, provided that each Person so selected by the Company shall be -------- reasonably acceptable to the Majority Selling Holders. (iiia) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the --------- Company may include in such registration any Financing Securities, Primary Shares Securities or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice Securities, including Other Securities held by the CompanyNV Holders; provided, however, that if the managing underwriter Underwriters' Representative or Agent advises the Company in writing (with a copy to each Selling Holder) that the inclusion of all Registrable SharesSecurities of the Selling Holders, the Financing Securities, the Primary Shares and/or Securities and the Other Shares Securities proposed to be included in such registration would materially interfere with the successful marketing (including pricing) of the Registrable Shares Securities proposed to be included in such registration, then the number of Registrable SharesSecurities, Financing Securities, Primary Shares and/or Securities and Other Shares Securities proposed to be included in such registration shall be included in the following order: (i) If Financing Securities are included in the registration, then, (A) first, all the Registrable Shares that are issued or issuable upon conversion of Other Securities held by the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), ----- NV Holders requested to be included in such registration (orpursuant to the NV Registration Rights Agreement and all Financing Securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in either this Section 2 or Section 3, if necessary, such Series B Registrable Shares pro rata among based on the Holders thereof based upon estimated --------- --------- gross proceeds from the number of Series B Registrable Shares requested to be registered by each such Holder); sale thereof; (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) ------ Securities requested to be included in such registration (orby the Selling Holders pursuant to this Section 2, if necessary, such Non-Series B Registrable Shares pro rata among based on the Holders thereof --------- estimated gross proceeds from the sale thereof; (C) third, all ----- Other Securities (except those Other Securities held by the NV Holders) being registered, pro rata based upon on the number of Non-Series B estimated gross proceeds from the sale thereof; and (D) fourth, the Primary ------ Securities. (ii) If Financing Securities are not included in the registration, then (A) first, the Registrable Shares Securities ----- requested to be registered included in such registration by each the Selling Holders pursuant to this Section 2 and the Other Securities held --------- by the NV Holders requested to be included in such Holder); registration pursuant to the NV Registration Rights Agreement, (B) second, all ------ Other Securities (except those Other Securities held by the NV Holders) being registered, pro rata based on the estimated gross proceeds from the sale thereof; and (C) third, the Primary Shares; and (D) fourth----- Securities. In the event of a cutback, the Other Shares allocation between the Selling Holders and the NV Holders shall be such that are entitled the Selling Holders, as a group, shall be able to include Registrable Securities in the registration rights requested equal to be included in such registration 21% of the amount of securities allocated to the Selling Holders and the NV Holders under clause (or, if necessary, such Other Shares pro rata among ii)(A) of the holders thereof based upon the number of Other Shares requested to be registered by each such holder)preceding sentence. (ivc) If Whenever the Initiating Holders so elect, the offering of such Registrable Shares Company shall effect a registration pursuant to such registration shall be this Section 2 in the form of connection with an underwritten offering. The Initiating Holders shall, at their option, select offering by one or more nationally prominent firms Selling --------- Holders of investment bankers reasonably acceptable to Registrable Securities, if such Selling Holders have requested the Company to act as inclusion therein of more than one class of Registrable Securities, and the lead managing underwriter Underwriters' Representative or underwriters Agent advises each such Selling Holder in connection with writing that, in its opinion, the inclusion of more than one class of Registrable Securities would adversely affect such offering. In such event, the right Demanding Holders holding at least a majority of any Person the Registrable Securities proposed to include such Person’s be sold therein by them shall decide which class of Registrable Shares or Other Shares Securities shall be included therein in such registration offering and the related registration, and the other class shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritingexcluded.

Demand Registration. (a) At After the closing of an underwritten offering of the Common Stock, if at any time from the earlier Company is requested in writing by the holders of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary not less than 67% of the date of this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts Registration Stock to effect the registration under the Securities Act of at least 33 1/3% of the Registrable Shares Registration Stock, the Company shall promptly give written notice of such proposed registration to all record holders of Registration Stock. Such holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registration Stock as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on a form of general use under the Securities Act, of all shares of Registration Stock which the Company has been so requested to register register; provided, however, that if the holders of not less than 67% of the Registration Stock shall so request (and at least 50% of the Registration Stock is being registered), the Company shall file such registration statement pursuant to Rule 415 or any successor rule or regulation under the Securities Act so as to permit the continuous or delayed offering of the Registration Stock in accordance with the intended method of disposition specified in the notice of the exercise of rights under this Section 8.2(a), to the extent such offering qualifies under such rule or regulation, but in no event shall the Company be required to maintain the effectiveness of such registration statement beyond a two year period. The Company shall be obligated to cause to become effective one registration statement pursuant to which Registration Stock is sold under this Section 8.2(a). (b) In addition and not in limitation of the rights set forth in Sections 8.1(b) and 8.2(a), at such time as the Company shall have qualified for the use of a short form Form S-3 in an offering solely for the accounts of persons other than the Company (or any similar form or forms promulgated by the Holders. For the avoidance of doubtSecurities and Exchange Commission), the holders of not less than 67% of the Registration Stock shall have the right to request an unlimited number of registrations on Form S-3 or other similar forms. Holders shall have the right, by giving written notice to the Company within 20 days from receipt of notice from the Company of such request, to elect to have included in such registration such of their Registration Stock as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-3 of all shares of Registration Stock which the Company has been requested to register. The Company shall not be required to register the sale or re-sale of effect any True-Up Shares or Conversion True-Up Shares in an IPOsuch registration more than once every twelve months. Registrations effected on Form S-3 shall not be considered to be demand registrations pursuant to Section 8.2(a) hereof. (bc) The Company may include in a registration requested under this Section 8.2 any additional authorized shares of the Common Stock of the Company, whether or not issued, for sale by the Company or for sale by others; provided, however, that such shares shall not be included to the extent that the holders of a majority of the shares of Registration Stock included therein determine in good faith that the inclusion of such shares will interfere with the successful marketing of the shares of Registration Stock to be included therein; and, provided, further, that, upon the election of the holders of a majority of the shares of Registration Stock included therein, or if the number of shares to be so included equals or exceeds the number of shares of Registration Stock included therein by the holders of Registration Stock, such registration shall be deemed to be a registration pursuant to Section 8.1(b) hereof. (d) The underwriter and the terms of the underwriting for any registration pursuant to this Section 8.2 shall be mutually acceptable to the Company and the Investor. (e) Notwithstanding anything contained in this Section 2 Agreement to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company reserves the right to delay any such registration pursuant to Section 8 for a period of not more than sixty days, or to withhold efforts to cause such registration statement to become effective for a period of not more than sixty days, if the Board of Directors of the Company determines in good faith that such registration might (A) interfere with or affect the negotiation or completion of any material transaction that is being contemplated by the Company, or (B) involve initial or continuing disclosure obligations materially adverse to the best interests of the Company's shareholders. If, after a registration statement becomes effective, the Company advises the holders of the Registration Stock covered by such registration statement that the Company considers it appropriate for the registration statement to be amended, the holders of such shares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended. The time periods referred to in this Section 8 shall be extended for an additional number of business days during which the rights to sell shares was suspended. (ii) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand a registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under 8.2 within three months after the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness date of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in under which the holders of Registrable Shares may include Registrable Shares piggyback rights were granted pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 28.1. (iii) With respect to any registration pursuant to this Section 2, the Company shall give notice of such registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. If the Company shall receive, at any time after six months after the closing of the IPO, from Holders of at least 20% of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-1 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) At any time from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary promptly give written notice of the date of this Agreementproposed registration, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating and any related qualification or compliance, to all other Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Company shall promptly use its best efforts to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register by the Holders. For the avoidance of doubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO.; and (b) Notwithstanding anything contained as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in this such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after such notice by the Company in accordance with Section 2 to the contrary4.5; provided, however, that the Company shall not be obligated to effect any registration under such registration, qualification or compliance, pursuant to this Section 2.1: (1) if the Securities Act except in accordance Holders, together with the following provisions: holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4if any) at an aggregate price to the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price public of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under 30,000,000 with respect to the Securities Act or any successor form 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 one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a initial request for registration pursuant made within the initial twelve (12) month period after the closing of the IPO, and at an aggregate price to this Section 2 the public of less than $15,000,000 with respect to any subsequent request; (2) if at the time of such request the Company furnishes shall furnish to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) in the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that of the Board of Directors of the Company it would be seriously materially detrimental to the Company and its stockholders for such Form S-1 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-1 registration statement to be filed, for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.1; provided, however, that the Company may only delay shall not utilize this right more than once in any twelve (12) month period and provided further that the filing Company shall not register any securities for the account of itself or effectiveness of any other stockholder during such one hundred twenty (120) day period (other than a registration relating to an employee benefit plan or transaction to which Rule 145 is applicable, a Registration Statement on Form ▇-▇, ▇-▇ or any successor form thereto or on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); or (3) if the Company has already received (i) one (1) request for registration on Form S-1 pursuant to this Section 2(b2.1 within the initial twelve (12) for a total of one hundred and twenty (120) days month period after the date closing of a request the IPO or (ii) two (2) requests for registration registrations on Form S-1 pursuant to this Section 2. (iii) With 2.1 and, with respect to any such request, either (A) the registration has been declared or ordered effective or (B) such request has been withdrawn by the Initiating Holders of such request and such Initiating Holders have elected not to pay the registration expenses therefor pursuant to Section 2.6; provided that no request for registration on Form S-1 pursuant to this Section 2, 2.1 shall be made at any time at which the Company shall give notice of such registration is eligible to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company may include in such registration any Primary Shares or Other Shares and shall include all register Registrable Shares that Holders that are not Initiating Holders request to be registered within 20 days of the mailing of the foregoing notice by the Company; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all the Registrable Shares that are issued or issuable upon conversion of the Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Section 2(a), requested to be included in such registration (or, if necessary, such Series B Registrable Shares pro rata among the Holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (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)Securities on Form S-3. (ivc) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so elect, advise the offering Company as a part of such Registrable Shares their request made pursuant to Section 2.1 and the Company shall include such registration shall be information in the form of an underwritten offeringwritten notice referred to in subsection 2.1(a). The underwriter will be selected by the mutual agreement of a majority in interest of the Initiating Holders shall, at their option, select one or more nationally prominent firms of investment bankers reasonably acceptable to and the Company to act as the lead managing underwriter or underwriters in connection with such offeringCompany. In such event, the right of any Person Holder to include such PersonHolder’s Registrable Shares or Other Shares Securities in such registration shall be conditioned upon such PersonHolder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that 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 of Registrable Securities participating in such underwriting. All , including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities of the Company owned by each such Holder; provided, however, that the number of shares of Registrable Securities held by the Holders proposing to distribute their securities through be included in such underwriting shall (together not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the Company) enter into an underwriting agreement in customary form with above provisions, the underwriter(s) selected for such underwritingCompany or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.