Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best commercially reasonable efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverexcept that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section, that and the requirements percentage requirement contained in the first sentence of Section 4(a) and Section 4(b2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6(a) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 3 and in which all shares of Restricted Stock as to which registration shall have been requested shall have been registered and sold, or (b) for the registration of less than all the then outstanding shares of Restricted Stock unless the request covers shares of Restricted Stock having an aggregate market value of $2,000,000 or more, based on the closing price of the Common Stock on the trading day before the request is made.

Registration on Form S-3. If In addition to the rights provided in Sections 4.1 and 4.2, if at any time (a)(ii) a holder the Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Securities constituting at least 10% of the total shares of Registrable Securities then outstanding request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder Holder or holdersHolders, the reasonably anticipated gross aggregate offering price to the public of which would exceed be not less than $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best all commercially reasonable efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice within twenty (20) days after receipt by the Company of such notice. Whenever the Company is required by this Section 6 4.3 to use its best all commercially reasonable efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (Sections 4.1 and 4.4, including, but not limited to, the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 64.3 except that the Company shall not be required to effect more than two (2) registrations pursuant to this Section 4.3 in any twelve (12) month period. No registration of Registrable Securities under this Section 4.3 shall be deemed to be a registration for any purpose of this Section 4.3 which shall not have become and remained effective in accordance with the provisions of this Agreement or pursuant to which Holders of Registrable Securities are not able to include at least 75% of the Registrable Securities which such Holders desired to include in such registration.

Registration on Form S-3. If (a) In addition to the rights provided in Sections 2.3 and 2.4, if at any time (a)(ii) a holder one or more holders of Restricted Stock Registrable Securities constituting at least fifty percent (other than 50%) of the Series D Investors) request total shares of Registrable Securities then outstanding requests that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed be at least $1,000,000; or 5,000,000 (before deducting any Selling Expenses), and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (2.3, including, but not limited to, the cut-back provisions and the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 62.5 during any twelve (12)-month period shall not exceed two (2). (b) The Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall use its commercially reasonable efforts to register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form. (c) If at the time of any request to register Registrable Securities pursuant to this Section 2.5, the Company is engaged in any activity which, in the good faith determination of the Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not to exceed ninety (90) days from the date of a request for registration, such right to delay a request to be exercised by the Company not more than once in any one (1)-year period.

Registration on Form S-3. If at any time (a)(ii) a holder one or holders of more Investors who holds Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which (net of discounts and commissions) would exceed $1,000,000; or 3,000,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 2.5 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 2.3 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the requirements number of registrations on Form S-3 which may be requested and obtained under this Section 2.5, except that the Company shall not be obligated to register, pursuant to this Section 2.5, Restricted Stock on Form S-3 more than three times in any twelve-month period; and provided further, however, that the requirement that the requesting holder hold at least 50% of the Conversion Stock and Preferred Stock contained in the first sentence of Section 4(a) and Section 4(b2.3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 62.5; and provided further, however, that in any registration statement requested pursuant to this Section 2.5, the Company shall be entitled to include for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, if such method of disposition shall be an underwritten public offering, in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Registration on Form S-3. If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the The Company shall use its best efforts to register under the Securities Act qualify for registration on Form S-3 or any comparable or successor theretoform or forms. After the Company has qualified for the use of Form S-3, for public sale in accordance with addition to the method rights contained in the foregoing provisions of disposition specified this Section 12, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such notice. Whenever the Company is required shares by this Section 6 to use its best efforts to effect the registration of Restricted Stocksuch Holder or Holders), each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) Company shall not apply be obligated to effect any registration on Form S-3 which such Registration if (1) the Company shall have delivered to such Holder an opinion of counsel to the Company, addressed to such Holder and reasonably satisfactory in form and substance to such Holder to the effect that such Registrable Securities proposed to be included may lawfully be requested so disposed of without Registration or (2) within a period of one hundred and obtained under eighty (180) days after the effective date of any previous such Registration. If the Company shall receive a written request pursuant to this Section 612.6 for Registration from the holders of a majority of the Warrants or Warrant Stock then outstanding, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested within twenty (20) days after receipt of the Company's notice to be registered under the Securities Act. Any registration statement filed pursuant to this Section 12.6 may, subject to the provisions of Section 12.13 hereof, include other securities of the Company with respect to which Registration rights have been granted.

Registration on Form S-3. If at any time (a)(ii) a holder or holders ------------------------ of Preferred Shares or Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 1.4 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 1.2 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that the Company shall not be obligated to file -------- ------- more than one registration statement on Form S-3 pursuant to this Section 1.4 during any 12-month period, and provided, further, however, that the -------- ------- ------- requirements contained in the first sentence of Section 4(a1.2(a) and the limitation contained in the last sentence of Section 4(b1.2(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 61.4.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Restricted Preferred Stock (other than Preferred Stock covered under the Series D InvestorsEvergreen Registration) or Restricted Stock request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. The Company shall be obligated to register Restricted Stock pursuant to this Section 6 on ten occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment public offering, all such shares shall have been sold pursuant thereto.

Registration on Form S-3. If at any time prior to December 31, 2007 (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the with a reasonably anticipated aggregate price to the public of which would exceed at least $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall -------- ------- be up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, however, that the requirements -------- ------- ------- contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If at any time prior to November 6, 2001 (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed at least $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, -------- ------- however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) ------- shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. (a) If at any time after two (a)(i2) years from the date hereof (i) a holder Holder or holders of Restricted Stock (other than the Series D Investors) Holders request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registrable Stock held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registrable Stock specified in such notice. Whenever the Company is required by this Section 6 4 to use its best efforts to effect the registration of Restricted Registrable Stock, each of the procedures and requirements of Section 4 2 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Holders from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the requirements contained number of registrations on Form S-3 which may be requested and obtained under this Section 4, except that the Company shall not be obligated to effect more than two registrations under this Section 4 in any twelve (12) month period, and provided, further, however, that the $7,500,000 minimum dollar amount set forth in the first sentence of Section 4(a) and Section 4(b2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 64. (b) If, twelve (12) months after the effective date of the Company's Initial Public Offering, and if the Company is a registrant entitled to use Form S-3 or any successor thereto to register shares of Registrable Stock, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with any method of disposition specified by any Holder or Holders, all of the shares of Registrable Stock. The Company agrees to maintain the registration effective as a shelf-registration for a period of two (2) years, except: (i) within ninety (90) days after the effective date of a Registration Statement filed by the Company (except for Registration Statements on Forms S-4, ▇-▇ ▇▇ any successors thereto) or (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company's shareholders for a Form S-3 Registration Statement to be effective due to pending Company events, or that keeping such Registration Statement effective at such time would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, or if the Company intends to file a Registration Statement within sixty (60) days and agrees to register shares of the Holders' Registrable Stock therein, provided,

Registration on Form S-3. If at any time (a)(ii) (A) a holder or holders of Restricted at least ten percent (10%) of the Conversion Shares, or (B) Shire, for so long as Shire plc or any of its Affiliates (as defined in the Purchase Agreement) owns at least fifty percent (50%) of the Preferred Stock (other than or Conversion Shares issuable upon conversion of such Preferred Stock) it owns as of the Series D Investorsdate hereof request(s) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated in each case of (A) or (B) above, having an aggregate offering price to the public of which would exceed at least $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would materially adversely affect the marketing of the securities to be sold by the Company therein.

Registration on Form S-3. If (a) In addition to the rights provided in Sections 4.3 and 4.4, subject to a limit of one (1) registration hereunder in any six (6) month period, if at any time (a)(ii) a any holder or holders of Restricted Stock (other than the Series D Investors) Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 4.5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including4.3, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that except as provided above, there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 64.5. (b) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form.

Registration on Form S-3. If at any time prior to December 31, 2007 (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the with a reasonably anticipated aggregate price to the public of which would exceed at least $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000500,000; and (bii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period; and provided, further, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If (a) In addition to the rights provided in Sections 4.3 and 4.4, subject to a limit of one (1) registration hereunder in any twelve (12) month period, if at any time (a)(ii) a any holder or holders of Restricted Stock (other than the Series D Investors) Registrable Securities request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed be at least $1,000,000; or 2,000,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 S- 3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such noticerequest, the number of shares of Restricted Stock Registrable Securities specified in such noticerequest. Whenever the Company is required by this Section 6 4.5 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including4.3, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) , shall apply to such registration; , provided, however, that except as provided above, there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 S- 3 which may be requested and obtained under this Section 64.5. Notwithstanding any other provision of this Section 4.5, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, such limitation will be imposed pro rata with respect to all Registrable Securities whose holders have requested inclusion in such registration pursuant to this Section 4.5. (b) The Company shall use reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form.

Registration on Form S-3. If at any time (a)(ia) a holder or holders of Restricted Stock (other than the Series D Investors) request that After its Initial Public Offering, the Company file a shall use its commercially reasonable efforts to qualify for registration statement on Form S-3 or any comparable or successor thereto form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 5 and subject to the conditions set forth in this Section 5.3, if the Company shall receive from a public offering Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or any portion part of the Registrable Securities (such request shall state the number of shares of Restricted Stock held Registrable Securities to be disposed of and the intended methods of disposition of such shares by such requesting holder Holder or holdersHolders), the reasonably anticipated Company shall take all such action with respect to such Registrable Securities as required by Section 5.1(a)(1) and 5.1(a)(2). (b) The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 5.3: (1) In the circumstances described in either Sections 5.1(b)(1), 5.1(b)(3) or 5.1(b)(5); (2) If the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of which would exceed less than $1,000,000l,000,000; or or (ii3) one or more of the Series D Investors request that If, in a given twelve-month period, the Company file a has effected two (2) such registration statement on Form S-3 or in such period. (c) The provisions of Section 5.1(c) shall apply to any successor thereto for a public offering registration pursuant to this Section 5.3. (d) If the Holders of all or any portion Registrable Securities requesting registration under this Section 5.3 intend to distribute the Registrable Securities covered by their request by means of the shares of Restricted Stock held by such requesting holder or holdersan underwriting, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements provisions of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering5.1(e) shall apply to such registration; provided. Notwithstanding anything contained herein to the contrary, however, that the requirements contained in registrations effected pursuant to this Section 4(a) and Section 4(b) 5.3 shall not apply be counted as requests for registration or registrations effected pursuant to any registration on Form S-3 which may be requested and obtained under this Section 65.1.

Registration on Form S-3. If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the The Company shall use its best efforts to register under the Securities Act ------------------------ qualify for registration of its securities on Form S-3 or any comparable or successor thereto, for public sale form; the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the method provisions thereof, following the effective date of disposition specified the first registration of any securities of the Company on Form S-1 or Form 1-SB or any comparable or successor form or forms. After the Company has qualified for the use of Form S- 3, in such noticeaddition to the rights contained in the foregoing provisions of this Section 2, the Holders of Registrable Securities shall have the right to request registration on Form S-3. Such requests shall be in writing and the Company shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such noticeshares by such Holder or Holders. Whenever The Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities, and the Company is required by this Section 6 to shall, as expeditiously as possible, use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 of the Registrable Securities which may be the Company has been requested to register (a) in each request and obtained under (b) in any response given within thirty (30) days to a notice from the Company pursuant to this Section 62.8. The Company shall not be obligated to effect a registration pursuant to this Section 2.8 for any Holder who could at the time of such request for registration then sell all of the Registrable Securities which such Holder then holds at one time pursuant to Rule 144 under the Act without regard to or violation of the volume limitations imposed by Rule 144. The Company shall not be required to effect more than two registrations pursuant to this Section 2.8 in any twelve-month period.

Registration on Form S-3. (a) The Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms, and the Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form at such time. (b) If at any time Holder or Holders of not less than twenty percent (a)(i20%) a holder or holders of Restricted Stock (other than the Series D Investors) request Registrable Securities then outstanding requests that the Company file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering of all or any portion shares of the shares of Restricted Stock held by such requesting holder or holdersRegistrable Securities, the reasonably anticipated aggregate price to the public of which which, net of underwriting discounts and commissions, would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharesan offering, then the Company shall use its best efforts to register cause such Registrable Securities to be registered for the offering on such form. The Company will (i) promptly give written notice of the proposed registration to all other Holders, and (ii) as soon as practicable, use its best efforts to 40 -254- effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act on Form S-3 and any other governmental requirements or any successor thereto, for public regulations) as may be so requested and as would permit or facilitate the sale in accordance with the method and distribution of disposition all or such portion of such Registrable Securities as are specified in such noticerequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within thirty (30) days after receipt of the written notice from the Company referred to in the preceding clause (i). The substantive provisions of Section 1.5(b) shall be applicable to each registration initiated under this Section 1.7. (c) Notwithstanding the foregoing, the number Company shall not be obligated to take any action pursuant to this Section 1.7: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of shares of Restricted Stock specified process in effecting such notice. Whenever registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by this Section 6 the Securities Act; (ii) during the period starting with the date sixty (60) days prior to the filing of, and ending on the date six (6) months following the effective date of, any registration statement (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors, it would adversely affect or would require the premature disclosure of any financing, acquisition, disposition or other corporate transaction, or would require the Company to make public disclosure of information which would have a material adverse effect on the Company, then the Company's obligation to use its best efforts to effect file a registration statement shall be deferred for a period not to exceed one hundred twenty (120) days from the registration of Restricted Stock, each receipt of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity request to participate in the offering) shall apply to file such registrationregistration by such Holder or Holders; provided, however, that the requirements contained Company may not utilize this right more than twice in Section 4(aany twelve (12) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6month period.

Registration on Form S-3. If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a After its initial public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersoffering, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act quality for registration on Form S-3 or any comparable or successor theretoform or forms. After the Company has qualified for the use of Form S-3, for public sale in accordance with addition to the method rights contained in the foregoing provisions of disposition specified this Article 10, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such notice. Whenever the Company is required shares by this Section 6 to use its best efforts to effect the registration of Restricted Stocksuch Holder or Holders), each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained amount reasonably anticipated to be raised in Section 4(athe offering in question is at least Two Million Dollars ($2,000,000) and Section 4(b) that the Company shall not apply be obligated to effect any registration on Form S-3 which such Registration if (1) the Company shall have delivered to such Holder an opinion of counsel to the Company, addressed to such Holder and reasonably satisfactory in form and substance to such Holder to the effect that such Registrable Securities proposed to be included may lawfully be requested and obtained under so disposed of without Registration or (2) within a period of 180 days after the effective date of any previous such Registration. If the Company shall receive a written request pursuant to this Section 610.04 for Registration, then the Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested within 20 days after receipt of the Company's notice to be registered under the Securities Act. Any registration statement filed pursuant to this Section 10.04 may, subject to the provisions of Section 10.11 hereof, include other securities of the Company with respect to which Registration rights have been granted.

Registration on Form S-3. (a) If at any time (a)(ii) a holder the Holder or holders Holders of Restricted Stock thirty percent (other than 30%) of the Series D Investors) request Registrable Securities then outstanding requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its it best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received (and, if the requesting Holder(s) intend to distribute their Registrable Securities by means of an underwritten offering, the Series A Holders) and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that that, except as otherwise expressly set forth in this Section 6, (i) there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and (ii) the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Registrations effected pursuant to this Section 6 shall not be counted as demands for registration or registrations effected pursuant to Section 4 or 5 hereof. After the Company's Initial Public Offering, the Company will use its best efforts to qualify for the registration of its shares of Common Stock on Form S-3. Notwithstanding the foregoing, the Company shall not be required pursuant to this Section 6 to file more than one registration statement on Form S-3 in any twelve-month period. (b) Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration or qualification pursuant to this Section 6: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, the Company is presently in good faith negotiations involving an acquisition, financing or other significant transaction which would be materially jeopardized by the filing of the registration statement and the premature disclosure of such transaction in the registration statement or there otherwise exists at the time material nonpublic information relating to the Company that, in the reasonable opinion of the Company, should not be disclosed, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 6; provided, however, that the Company shall not utilize this right or the right set forth in Section 4(c) above, in this aggregate, more than once in any twelve month period; (iii) 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 (iv) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 5 (or such shorter period following the effective date of such registration subject to Section 5 hereof as the -8 managing underwriter(s) in such Section 5 registration requires the Company and its directors to limit sales or other disposition of Company securities). (c) If the Holders initiating the registration request under this Section 6 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 6 and the Company shall include such information in the written notice referred to in subsection 6(a). The underwriter will be selected by a majority in interest of such initiating Holders and shall be reasonably acceptable to the Company. 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 (unless otherwise mutually agreed by a majority in interest of such initiating Holders and such Holder) 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. The number of shares of Common Stock to be registered pursuant to any required registration under this Section 6 that involves an underwritten public offering shall be allocated, as of the date of the initial filing of the registration statement with the Commission, two-thirds to the Holders (allocated pro rata among such Holders based upon the number of shares of Common Stock initially sought to be registered by each such Holder, or in such other manner as the Holders shall otherwise agree), and one-third to the Series A Holders (allocated pro rata among such Series A Holders based upon the number of shares of Common Stock initially sought to be registered by each such Series A Holder, or in such other manner as the Series A Holders shall otherwise agree). If such method of disposition under this Section 6 shall be an underwritten public offering, the holders of a majority of the shares of Common Stock to be sold by the Holders in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. Notwithstanding any other provision of this Section 6, if the underwriter advises the participating Holders and the participating Series A Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders and all participating Series A Holders, and the number of shares of Common Stock that may be included in the underwriting and registration shall be allocated pro rata among each of the participating Holders and each of the participating Series A Holders based on the number of shares of Common Stock included in the initial filing of such registration statement with the Commission (or in such other manner as such participating Holders and participating Series A Holders shall otherwise agree); provided, however, that the number of shares of Common Stock to be sold by Holders and Series A Holders in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Restricted Registerable Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Registerable Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Registerable Stock specified in such notice. Whenever the Company is required by this Section 6 5 to use its best efforts to effect the registration of Restricted Registerable Stock, each of the procedures and requirements of Section 4 3 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Registerable Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that (i) the Company shall be obligated to register Registerable Stock pursuant to this Section 5 on one occasion per calendar year only, (ii) the requirements contained in the first sentence of Section 4(a) and Section 4(b3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 65 and (iii) the Company shall not be obligated to register Registerable Stock pursuant to this Section 5, if in the opinion of counsel acceptable to the Company and the holders of the Registerable Stock the shares of Registerable Stock intended to be included in a registration on Form S-3 pursuant to the terms of this Section 5 are saleable under Rule 144 of the Securities Act within a period of four months from the date the holders give notice of their intention to register shares of Registerable Stock pursuant to this Section 5.

Registration on Form S-3. To the extent within the Company's control, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 as soon as legally possible. If at any time (a)(ia) a holder or holders of Restricted Stock (other than the Series D Investors) request requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate aggregated proposed offering price to the public of which would exceed is not less than $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or 10,000,000 for any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersregistration, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such sharesshares for secondary sales, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, thereto for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section SECTION 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section SECTION 4 (including, but not limited to, the requirement that the Company notify in writing all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; providedPROVIDED, howeverHOWEVER, that the requirements contained in Section the first sentence of SECTION 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section SECTION 6; and PROVIDED, FURTHER, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this SECTION 6. Subject to the above, in the event that the Company has effected three or more registrations on Form S-3 pursuant to this SECTION 6 during any 12 month period, any additional registration(s) on Form S-3 requested pursuant to this SECTION 6 during such 12 month period shall be at the expense of the requesting holder.

Registration on Form S-3. If at any time (a)(i) a holder or the holders of Restricted Stock at least twenty percent (other than 20%) of the Series D Investors) Registrable Shares then owned beneficially or of record by Investors and Investor Transferees request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public (net of underwriting discounts and commissions) of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders2,000,000, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best all commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 1.5 to use its best all reasonable efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 1.3 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration. The Company shall be obligated to register Registrable Shares pursuant to this Section 1.5 on two occasions; provided, however, that such obligation shall be deemed satisfied only when a registration statement or statements covering all shares of Registrable Shares specified in notices received as aforesaid, for sale in accordance with the requirements contained in Section 4(a) and Section 4(b) method of disposition specified by the requesting holders, shall not apply have become effective. The Company will use its commercially reasonable efforts to maintain the effectiveness of any registration on Form S-3 which may be requested and obtained under this Section 6for a period of up to one hundred eighty (180) days or such earlier time as all of the Registrable Shares have been sold.

Registration on Form S-3. (a) If at any time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement has qualified for the use of Form S-3 under the Securities Act (which for purposes of this Section 6 shall be deemed to include any comparable or successor form or forms), in addition to the rights contained in the foregoing provisions of this Agreement, the Holders shall have the right to request registrations of their Registrable Shares on Form S-3 or any successor thereto for a public offering S-3. Such requests must be in writing and must state the number of all or any portion of the shares of Restricted Stock held Registrable Shares to be disposed of and the intended methods of disposition of such shares by the requesting Holder or Holders. The Company shall not be obligated to effect any such requesting holder or holders, registration: (i) if the reasonably anticipated aggregate price Holders propose to the public of which would exceed $1,000,000sell less than 200,000 Registrable Shares; or (ii) one or more of the Series D Investors request that if the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of shall furnish the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price certification described in Section 3(c) (but subject to the public limitations set forth therein); or (iii) after the Company has previously effected one such registration in any 12-month period; or (iv) if the request is made more than five years after the date of which would exceed $5,000,000; and this Agreement. (b) If a request complying with the Company requirements of Section 6(a) is a registrant entitled delivered to use Form S-3 or any successor thereto to register such sharesthe Company, then the Company shall use its best efforts to register under cause the Securities Act Registrable Shares requested to be included in the registration to be registered on Form S-3 and to cause such Registrable Shares to be registered or any successor thereto, for public sale in accordance with the method of disposition specified qualified under applicable blue sky laws in such noticejurisdictions as the requesting Holders may reasonably request. The substantive provisions of Sections 3(a)(i), the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock3(a)(ii), each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering3(c) shall apply to such registration; provided. If the registration is for an underwritten offering, however, that the requirements contained in substantive provisions of Section 4(a) and Section 4(b3(e) shall not also apply to any registration on Form S-3 which may be requested and obtained under this Section 6such registration.

Registration on Form S-3. If Subject to a limit of two registrations hereunder in any 12 month period, if at any time (a)(ii) a holder or holders of Restricted Stock (other than excluding the Series D Investorsholders of Insider Shares) constituting at least twenty-five percent (25%) of the total shares of Restricted Stock then outstanding (excluding Insider Shares) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including4, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering; provided, however that holders shall have no more than ten (10) days to reply to the Company's notice in order to participate in the offering), shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that except as provided above there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If (a) Subject to Section 2.3(c), at any such time (a)(i) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then as the Company shall have qualified for the use of Form S-3, one (1) or more Stockholders, together with their Affiliates, beneficially owning five percent (5%) of the Registrable Shares held by all Stockholders shall have the right to request registrations on Form S-3, and the Company shall promptly use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted Stock, each (to be effected as a shelf registration under Rule 415 of the procedures and requirements Securities Act if so requested by the Registering Stockholders) under the Securities Act of Registrable Shares in accordance with this Section 4 2.3. (including, but not limited to, the requirement that b) If the Company notify all holders shall be requested in writing by a Stockholder to effect a registration under the Securities Act of Restricted Stock Registrable Shares in accordance with this Section 2.3, then the Company shall promptly give written notice of such proposed registration to each other Stockholder in accordance with Section 2.1(b)(iii) of this Agreement and Additional Restricted Stock from whom notice has not been received and provide them with follow the opportunity to participate process set forth in the offering) shall apply to such registration; providedsection, however, that the requirements contained in Section 4(a2.1(c) and Section 4(b2.1(d). (c) The Company shall not apply be obligated to effect any registration on Form S-3 which may be under the Securities Act requested and obtained by the Stockholders under this Section 62.3 if the anticipated gross offering price of all Registrable Shares to be included therein would be less than $10,000,000. (d) The Company shall use its reasonable best efforts to cause a Registration Statement to become effective pursuant this Section 2.3 and to remain effective for a period of 180 days (or 3 years if the Registration Statement is filed for purposes of shelf offerings under Rule 415 of the Securities Act) or such shorter period of time until all Registrable Shares registered in such Registration Statement have been sold. (e) The Stockholders have an unlimited number of requests under this Section 2.3.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Restricted Stock (other than the Series D Investors) request any Stockholder requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Securities held by such requesting holder or holders, the reasonably reasonable anticipated aggregate price to the public of which would exceed $1,000,000; or 5,000,000 (based on the then current public market price) and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Securities specified in such notice. Whenever the Company is required by this Section 6 5.3 to use its best efforts to effect the registration of Restricted StockSecurities, each of the procedures and requirements of Section 4 5.1 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number of registrations on Form S-3 or any successor thereto which may be requested and obtained pursuant to this Section 5.3; provided, further, that the Company shall not be required to effect more than two registrations pursuant to this Section 5.3 within any 12 month period; and provided, further, that the requirements contained in the first sentence of Section 4(a) and Section 4(b5.1(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 65.3.

Registration on Form S-3. (a) If at any time (a)(ii) a holder or holders of at least twenty percent (20%) of the total shares of Restricted Stock originally issued, or at least twenty percent (other than 20%) of the total shares of Series D Investors) G Preferred Stock, request that the Company Corporation file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed one million dollars ($1,000,000; or ), and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company Corporation is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company Corporation shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company Corporation is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company Corporation notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, provided that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. (b) The Corporation shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6 if, in a given twelve-month period, the Corporation has effected two (2) such registration or if it is to be effected more than seven (7) years after the Corporation’s initial public offering.

Registration on Form S-3. If at any time (a)(i) a holder Holder or holders Holders who in the aggregate hold 20% or more of Restricted Stock (other than the Series D Investors) Registrable Securities request that the Company MiniMed file a registration statement on Form S-3 (or any successor thereto form to Form S-3) for a public offering the sale of all or any portion at least 20% of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price Registrable Securities initially issued pursuant to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersInvestment Agreements, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company MiniMed is a registrant entitled to use Form S-3 or any successor thereto to register the Registrable Securities for such sharessales, then the Company MiniMed shall use its best efforts to register cause such Registrable Securities to be registered for the offering on such form. The substantive provisions of Section 2.1(b) shall be applicable to each registration initiated under this Section 2.3; however, a registration initiated under this Section 2.3 shall not be deemed a registration pursuant to Section 2.1(a). MiniMed may delay the Securities Act filing of any registration statement requested pursuant to this Section 2.3 to a date not more than one hundred twenty (120) days following the date of such request if MiniMed's Board of Directors makes a good faith determination that such a delay is necessary in order not to significantly adversely interfere with or affect the negotiation or completion of a material transaction that is being contemplated by MiniMed (in which case the Effectiveness Period of a Registration Statement filed under this Section 2.3 shall be extended by a period equal to the period of such delay); provided that MiniMed may not exercise such right of delay more than once in any 12-month period whether under this Section 2.3 or Section 2.4(j) below. Subject to the limitation on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained registrations under this Section 62.3 and the preceding sentence and succeeding sentence, MiniMed shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests. MiniMed shall not be required to effect more than one registration pursuant to this Section 2.3 or Section 2.1 in any six-month period.

Registration on Form S-3. If at any time (a)(ia) a holder Series A Preferred Shareholder or holders of Restricted Stock (other than the Series D Investors) request Significant Common Shareholder requests that the Company file a registration statement on Form S-3 or any successor thereto to Form S-3 for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder Series A Preferred Shareholder(s) or holdersSignificant Common Shareholder(s), the reasonably anticipated aggregate price to the public of which would exceed the lesser of $1,000,000; 5,000,000 or (ii) one or more the balance of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersHolder’s Registrable Securities, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to Form S-3 to register such shares, then the Company shall use its best commercially reasonable efforts to register under the Securities Act on Form S-3 or any successor theretoto Form S-3, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 2.4 to use its best commercially reasonable efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 2.2 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply number of registrations on Form S-3 or any successor to any registration on Form S-3 which may be requested and obtained under this Section 62.4, provided that the Company shall not be required to effect more than two (2) registrations on Form S-3 or any successor to Form S-3 pursuant to this Section 2.4 in any twelve (12) month period. If the selling Holders intend to distribute Registrable Securities pursuant to an underwriting, they shall so advise the Company in the demand pursuant to this Section 2.4.

Registration on Form S-3. (a) If at any time (a)(ii) a holder or the holders of Restricted Stock the Registrable Securities constituting at least thirty percent (other than 30%) of the Series D Investors) total shares of Registrable Securities then outstanding may request that the Company file a registration statement on Form S-3 or any comparable or successor form thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 1,000,000 and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any comparable or successor form thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any comparable or successor form thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (3, including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering (provided, however that holders shall have no more than fifteen (15) days to reply to the Company's notice in order to participate in the offering) ), shall apply to such registration; , provided, however, that there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 65. Notwithstanding any other provision of this Section 5, the Company shall not be obligated to register any Preferred Shares for sale pursuant to any such registration. (b) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Restricted Stock at least thirty percent (other than the Series D Investors30%) of then outstanding Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice; provided, however, that the Registrable Securities for which registration has been requested have a reasonably anticipated aggregate offering price to the public of at least $1,000,000. Whenever the Company is required by this Section 6 5 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 3 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offeringoffering and the requirement that such request not be made within 90 days after the effective date of any registration statement on Form S-1 filed by the Company) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 5, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b3(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 65. Notwithstanding anything to the contrary in this Section 5, the Company shall not be required to effect more than two (2) registrations pursuant to this Section 5 in any 12 month period. 5.1. Notwithstanding the obligations set forth in Section 3 and Section 5, if the Company furnishes to Investors requesting a registration pursuant to Section 3 or Section 5 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be 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 required 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; (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act or (d) result in the filing of, or continued effectiveness of, as applicable, a registration statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, which, in the case of a registration statement, would contain an untrue statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of the Prospectus, would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall have the right to defer taking action with respect to registration request made pursuant Section 3 or Section 5 or may suspend an effective registration statement filed pursuant to this Agreement; provided, however, that the Company may not invoke this right for more than two periods not in excess of 90 days in the aggregate in any twelve (12) month period.

Registration on Form S-3. If at any time prior to December 31, 2007 (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed at least $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If at any time (a)(ii) a holder or holders of Warrant Shares or Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of o f the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 100,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best reasonable efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, howeverPROVIDED, HOWEVER, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and PROVIDED, FURTHER, HOWEVER, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6 at a time when the board of directors of the Company determines in good faith and without regard to the expenses involved or liabilities inherent in the process that it would not be in the Company's best interests to effect a registration at that time.

Registration on Form S-3. If at any time after any public offering (a)(ii) a holder or ------------------------ holders of Restricted Stock (other than constituting at least 66-2/3% of the Series D Investors) total shares of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best reasonable business efforts to register under the Securities Act on Form S-3 or any successor thereto, within 60 days after the demand date, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. The Company shall be obligated to register Restricted Stock pursuant to this Section 5 on two occasions only, provided, however, that such obligation shall be deemed -------- ------- satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Whenever the Company is required by this Section 6 5 to use its best reasonable business efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 3 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. (a) If at any time during the ------------------------- Registration Period (a)(ii) a holder or holders of a majority of the Restricted Stock (other than the Series D Investors) Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Shares held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed (A) $1,000,000; 30 million at any time when such Restricted Shares could not be sold pursuant to Rule 144(k) under the Securities Act or (iiB) one or more of $50 million at any time when such Restricted Shares could be sold pursuant to Rule 144(k) under the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holdersSecurities Act, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (bii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Shares specified in such notice. Whenever the Company is required by this Section 6 1.03 to use its best efforts to effect the registration of Restricted StockShares, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock 1.02 and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) 1.04 shall apply to such registration; provided, however, that that, subject to Section 1.03(b), the requirements contained in Section 4(a) and Section 4(b) Company -------- ------- shall not apply be required to any effect more than one registration on Form S-3 which may be requested and obtained under this Section 61.03. (b) If the Company shall have effected a demand registration pursuant to Section 1.02, it shall not be required to effect a registration on Form S-3 pursuant to Section 1.03, and if the Company shall have effected a registration on Form S-3 pursuant to Section 1.03, it shall not be required to effect a demand registration pursuant to Section 1.02.

Registration on Form S-3. If (a) Subject to the limit of two registrations hereunder in any 12 month period, if at any time (a)(ii) a holder or holders of Series A and B Restricted Stock (other than the Series D Investors) then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. . (b) Subject to the limit of two registrations hereunder in any 12 month period, if at any time (i) a holder or holders of Series C Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $500,000, and (ii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Series C Restricted Stock specified in such notice. (c) Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that except as provided above there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 6. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation under this Agreement to register Restricted Stock under the Securities Act on registration statements ("Registration Statements") may, upon the reasonable determination of the Board of Directors made only once during any 12-month period, be suspended in the event and during such period as unforeseen circumstances (including without limitation (i) an underwritten primary offering by the Company (which includes no secondary offering) if the Company is advised in writing by its underwriters that the registration of the Restricted Stock would have a material adverse effect on the Company's offering, or (ii) pending negotiations relating to, or consummation of, a transaction or the occurrence of an event which would require

Registration on Form S-3. If at any time (a)(ii) a holder or ------------------------ holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or 2,500,000, and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale Public Sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 paragraph (b) to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 paragraph (including, a) (including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the requirements contained in Section 4(a) and Section 4(b) shall not apply to any registration number of registrations on Form S-3 which may be requested and obtained under this Section 6paragraph (b). Notwithstanding the other provision of this paragraph (b), the Company need not register any proposed distribution of Restricted Stock for a holder or holders if the shares of Restricted Stock proposed to be distributed could be sold by such requesting holder or holders within three months of such request pursuant to Rule 144.

Registration on Form S-3. If at any time prior to December 31, 2007 (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) Registrable Shares request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the with a reasonably anticipated aggregate price to the public of which would exceed at least $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000500,000; and (bii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall -------- ------- be up to five (5) registrations on Form S-3 which may be requested and obtained under this Section 6, and the Company shall not be obligated to register Registrable Shares pursuant to this Section 6 on more than one occasion per twelve (12) month period; and provided, further, that the requirements contained -------- ------- in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6.

Registration on Form S-3. If at any time (a)(i) a holder or the holders of Restricted Stock at least twenty percent (other than 20%) of the Series D Investors) Registrable Securities then owned beneficially or of record by Investors and Investor Transferees request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holders, the reasonably anticipated gross aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders2,000,000, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best all reasonable efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice; provided, however, that the Company may, by notice to the requesting holders, delay such requested registration, if the Company's Board of Directors determines in good faith that such registration at the time requested would have a material adverse effect upon the Company; provided, further, however, that the Company's ability to delay such registration shall be limited to durations of no longer than ninety (90) days and the Company shall not delay more than once during any twelve (12) month period. Whenever the Company is required by this Section 6 1.4 to use its best all reasonable efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 1.2 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that . The Company will use its commercially reasonable efforts to maintain the requirements contained in Section 4(a) and Section 4(b) shall not apply to effectiveness of any registration statement on Form S-3 which may be requested and obtained under this Section 6for a period of up to one (1) year.

Registration on Form S-3. If Anything contained in Section 2 to the contrary notwithstanding, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act, or any time (a)(i) a holder or successor form thereto, the holders of the Restricted Stock Shares then outstanding shall have the right to request in writing three (other than the Series D Investors3) request that the Company file a registration statement registrations on Form S-3 (or any such successor thereto for a public offering form) of all Registrable Shares, which request or any portion requests shall (i) specify the number of the shares of Restricted Stock held by such requesting holder Registrable Shares intended to be sold or holdersdisposed of, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of state the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the intended method of disposition specified in of such notice, the number Registrable Shares and (iii) relate to Registrable Shares having an anticipated aggregate offering price of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registrationat least $500,000; provided, however, that the requirements contained in Section 4(a) and Section 4(b) Corporation shall not apply be obligated to file and cause to become effective any registration on Form S-3 within a period of one-hundred eighty (180) days after the effective date of any previous registration statement filed by the Corporation pursuant to Sections 2, 3, 4 or 5. Upon such a request, the Corporation shall promptly give written notice of the proposed registration to all other Shareholders and shall promptly use its reasonable best efforts to effect such registration under the Securities Act of such Registrable Shares which may (i) the Corporation has been so requested by the initiating holders thereof to register and (ii) the other Shareholders have, within ten (10) days of such notice, requested in writing to be registered. A requested and obtained under registration on Form S-3 or any such successor form in compliance with this Section 65 shall not count as a registration statement initiated pursuant to Section 3 but shall otherwise be treated as a registration initiated pursuant to, and shall, except as otherwise expressly provided in this Section 5, be subject to Section 3.

Registration on Form S-3. (a) If at any time (a)(ii) a holder Holder or holders Holders of Restricted Stock (other than the Series D Investors) request Registrable Shares requests that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holder Holder or holdersHolders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or , and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its reasonable best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Shares specified in such notice. Whenever the Company is required by this Section 6 4 to use its reasonable best efforts to effect the registration of Restricted StockRegistrable Shares, each of the procedures and requirements of Section 4 2 (including, including but not limited to, to the requirement that the Company notify all holders Holders of Restricted Stock and Additional Restricted Stock Registrable Shares from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that there shall be no limitation on the number or registrations on Form S-3 which may be issued and obtained under this Section 4; and provided, further, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b2(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 64. (b) The Company shall not be obliged to effect any registration, qualification or compliance, pursuant to this Section 4 if: (i) Form S-3 (or any successor form to Form S-3 regardless of its designation) is not available for such offering by the Holders; (ii) the aggregate net offering price (after deduction of underwriting discounts and commissions) of the Registrable Securities specified in such request is not at least $1,000,000; (iii) the Company has already effected one registration on Form S-3 within the previous six-month period; or (iv) the Company shall furnish to the Holders a certificate signed by the president of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration for a period of not more than one hundred eighty (180) days after receipt of the request of the Holder or Holders under this Section 4; provided, however, that the Company shall not utilize this right more than once in any twelve-month period.

Registration on Form S-3. If at any time (a)(ia) a holder or holders of Restricted Stock (other than the Series D Investors) request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the The Company shall use its best efforts to qualify for the use of Form S-3 to register under its shares or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3 to register its shares, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of Registrable Securities Act shall have the right to request registrations on Form S-3 or any successor thereto, for public sale (such requests shall be in accordance with the method of disposition specified in such notice, writing and shall state the number of shares of Restricted Stock specified in Registrable Securities to be disposed of and the intended methods of disposition of such notice. Whenever the Company is required shares by this Section 6 to use its best efforts to effect the registration of Restricted Stocksuch Holder or Holders), each of the procedures and requirements of Section 4 (including, but not limited to, the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; provided, however, that the requirements contained in Section 4(a) and Section 4(b) Company shall not apply be obligated to effect any such registration if (i) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in the event that the Company shall furnish the certification described in Section 1.2(b)(ii) (but subject to the limitations set forth therein) or (iii) in a given twelve-month period, the Company has effected one (1) such registration in such period or (iv) it is to be effected more than five (5) years after the Company's initial public offering or (v) in any particular jurisdiction in which may the Company would be requested required to do business or execute a general consent to service of process in effecting such registration, qualification or compliance or (vi) Form S-3 is not available for such offering. (b) If a request complying with the requirements of Section 1.5(a) hereof is delivered to the Company, the provisions of Sections 1.2(a)(i) and obtained under this (ii) and hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions of Sections 1.2(c) and 1.2(d) hereof shall apply to such registration. (c) Form S-3 registrations shall not be deemed to be demand registrations as described in Section 61.2 or 1.

Registration on Form S-3. If at any time (a)(ia) a holder or holders of Restricted Stock (other than After the Series D Investors) request that Qualified Public Offering, the Company file a shall use its commercially reasonable efforts to qualify for registration statement on Form S-3 or any comparable or successor thereto form or forms. After the Company has qualified for a public offering the use of all or any portion Form S-3, in addition to the rights contained in the foregoing provisions of this Section 1, the Holders of at least 20% of the Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Restricted Stock held Registrable Securities to be disposed of and the intended methods of disposition of such shares by such requesting holder Holder or holdersHolders), provided, however, that the reasonably anticipated Company shall not be obligated to effect, or take any action to effect, any such registration (i) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of which would exceed less than $1,000,000; or l,000,000, (ii) one in the circumstances described in clauses (A) and (C) of Section 1.2(a), or more of the Series D Investors request that (iii) if the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of shall furnish the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price certification described in Section 1.2(b) (but subject to the public of which would exceed $5,000,000; and limitations set forth therein). (b) the Company is If a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance request complying with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, but not limited to1.5(a) hereof is delivered to the Company, the requirement provisions of Sections 1.2(a) relating to the provision of notice to Holders, the provision to such Holders of an opportunity to request in writing that Registrable Securities be included in the registration and the inclusion of other securities of the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) such registration hereof shall apply to such registration; provided. If the registration is for an underwritten offering, however, that the requirements contained in Section 4(aprovisions of Sections 1.2(c) and Section 4(b1.2(d) hereof shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6such registration.

Registration on Form S-3. If Subject to the limitation set forth in ------------------------ Section 5(b) and in the last sentence of Section 4(a), if at any time (a)(ii) a holder or holders of Restricted Stock (other than constituting at least 50% of the Series D Investors) total shares of Restricted Stock then outstanding request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders, holders for sale in the reasonably anticipated aggregate price to manner specified in such notice (provided that the public shares of Restricted Stock for which would exceed $1,000,000; or (ii) one or more registration has been requested shall constitute at least 50% of the Series D Investors total shares of Restricted Stock originally issued if such holder or holders shall request that the Company file a registration statement of less than all shares of Restricted Stock then held by such holder or holders) on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; holders and (bii) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such noticerequest. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. The Company may not include in any registration statement referred to in this Section 6 any shares of Common Stock to be sold for the account of any person not entitled as of June 30, 1998 to registration rights with respect to such shares, except the ▇▇▇▇▇▇ Shares. The Company may include in any registration statement referred to in this Section 6 the ▇▇▇▇▇▇ Shares and/or shares of Common Stock to be sold for its own account or for the account of any other holders of Common Stock who as of June 30, 1998 are entitled to "piggyback" or "incidental" rights to be included in the registration statement, in which case such registration statement shall be deemed to be a registration-statement initiated by the Company and shall be governed by the provisions of Section 5 above. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, registration statements registering the ▇▇▇▇▇▇ Shares and/or securities to be issued by the Company to the seller or sellers in connection with an acquisition by the Company and registration statements required to be filed for holders of Common Stock who as of June 30, 1998 are entitled to "demand" registration rights, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 6 until the completion of the period of distribution of the registration contemplated thereby, as described in Section 7.

Registration on Form S-3. If at any time after the first anniversary of the Closing Date (a)(ii) a holder or holders of Restricted Stock (other than the Series D Investors) Registrable Securities request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holder or holdersholders having an aggregate market value of not less than one million five hundred thousand dollars ($1,500,000), the reasonably anticipated aggregate price to the public of which would exceed $1,000,000; or and (ii) one or more of the Series D Investors request that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $5,000,000; and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock Registrable Securities specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted StockRegistrable Securities, each of the procedures and requirements of Section 4 (including, including but not limited to, to the requirement that the Company notify all holders of Restricted Stock and Additional Restricted Stock Registrable Securities from whom notice has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration; , provided, however, that there shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 6, and provided, further, however, that the requirements contained in the first sentence of Section 4(a) and Section 4(b) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two registrations pursuant to this Section 6 in any twelve (12) month period, nor shall the Company be required to effect any registration under this Section 6 within 270 days of the effective date of a registration statement on From S-1.