Common use of Request for Registration Clause in Contracts

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.

Request for Registration. If (a) At any time following the one year anniversary of the date hereof, the Investor may make a written request to the Company to file a registration statement under the Securities Act covering all or part of the Registrable Securities. As soon as reasonably practicable following its receipt of such written request (the “Demand Registration Filing Date”), the Company will prepare and file with the Commission a registration statement under the Securities Act covering all of the Registrable Securities requested to be included therein, and the Company will use its commercially reasonable efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the resale and distribution of all securities requested to be registered. (b) Notwithstanding the foregoing, the Company shall receive from Initiating Holders at not be required to file a registration statement pursuant to Section 2.1(a) under any time not earlier than of the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000, the Company willcircumstances: (i) within thirty (30) 90 days after the effective date of a registration statement filed in connection with an underwritten public offering of securities of the receipt of such written request give written notice of the proposed registration to all other Holders; andCompany; (ii) the Company promptly delivers written notice (“Delay Notice”) to Holder that it: (1) has determined (whether before or within 30 days after receiving any request pursuant to Section 2.1(a)) to file a registration statement for an underwritten public offering of securities as soon to which the Company expects to receive net proceeds of at least $12,500,000 (after deducting all costs, discounts, commissions, and other expenses of the offering), or (2) has initiated bona fide discussions with underwriters in preparation for a public offering of its securities as practicableto which it expects to receive net proceeds of at least $12,500,000 (after deducting all costs discounts, use commissions, and other expenses of the offering) and its commercially underwriters reasonably believe (as evidenced by a letter to the Company) that such public offering would be materially adversely affected by a registration pursuant to Section 2.1(a); provided, however, that the Company may postpone the filing of a registration statement pursuant to this clause (iii) no longer than (X) 120 days after the effective date of the registration statement to be filed by the Company as stated in the Delay Notice, if such registration statement is filed within 45 days after the date of delivery of the Delay Notice and becomes effective within 90 days after the date of delivery of the Delay Notice, (Y) 90 days after the date of delivery of the Delay Notice, if such registration statement is filed within 45 days after the date of delivery of the Delay Notice but does not become effective within such 90-day period, or (Z) 45 days after the date of delivery of the Delay Notice if such registration statement is not filed within 45 days after the date of delivery of the Delay Notice; and provided further, that the Company may exercise the rights in this clause (1) no more than once in any 24-month period; or (2) is in possession of material information that it reasonably deems advisable not to disclose in a registration statement; provided, however, that the Company may postpone the filing of a registration statement in connection with a registration pursuant to Section 2.1(a) under this clause (2) for so long as such information continues to be material and non-public, but in no event longer than 90 days after the request for such registration or for more than an aggregate of 90 days during any 24-month period; (iii) the Company promptly delivers written notice (“Prior Registration Notice”) to the Investor that the Company has filed and is using reasonable efforts to effect have declared effective, or at the time of receipt of the request for a registration pursuant to Section 2.1(a) is required to file, a registration statement pursuant to demand registration rights granted to any person or entity; provided, however that the Company may postpone the filing of a registration statement pursuant to Section 2.1(a) for a period of no longer than (1) 120 days after the effective date of such other registration statement if such other registration statement was filed before the date of delivery of the Prior Registration Notice or within 45 days thereafter and in either case becomes effective within 90 days after the date of delivery of the Prior Registration Notice; (2) 90 days after the date of delivery of the Prior Registration Notice, if such other registration statement was filed before the date of delivery of the Prior Registration Notice or within 45 days thereafter but, in either case, does not become effective within such 90-day period; or (3) 45 days after the date of delivery of the Prior Registration Notice, if such other registration statement was not filed before the date of delivery of the Prior Registration Notice and is not filed within 45 days thereafter; (iv) the Chief Executive Officer of the Company prior to the Demand Registration Filing Date stating that, in the good faith judgment of the Board of Directors of the Company, (1) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed by reason of a material pending transaction (includingother than any financing (whether a primary or resale distribution) contemplated by (i), without limitation, (ii) or (iii) above) or (2) the filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities registration statement would require the disclosure of material information which the Company has a bona fide business purpose for preserving as are specified in confidential, then the Company shall have the right to defer such request, together with all or such portion filing for a period of not more than 90 days after the Demand Registration Filing Date; or (v) the Registrable Securities are expected to have an aggregate disposition price (before deductions for underwriting discounts and commissions) of any Holder or Holders joining in such request at least $12,500,000. (c) Any registration statement filed pursuant to Section 2.1(a) shall contain (unless the Investor otherwise directs) substantially the “Plan of Distribution” attached hereto as are specified Annex A. A registration shall be deemed to have been effected (and the demand right therefore exercised pursuant to Section 2.1(a)) if the applicable registration has become effective, unless it results in a written request received by the Company within twenty (20A) days after such written notice from the Company is mailed Limited Registration (as defined in Section 2.3(d)) or delivered(B) a Failed Registration (as defined in Section 2.1(d)). Notwithstanding anything Subject to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenforegoing, the Investor may revoke any registration request made pursuant to Section 2.1(a) and/or withdraw securities from an applicable registration. (d) The Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such effect only one registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration2.1, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations provisions of Section 2.2. If any registration is commenced pursuant to this Section 1.2(a) 2.1 and a sale of the Registrable Shares thereunder is not consummated for any reason whatsoever (counting for these purposes only registrations which have been declared or ordered effective a “Failed Registration”), such Failed Registration shall not be deemed to constitute a registration under this Section 2.1 and the Investor shall retain its rights pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the this Section 2.1. Any expenses in connection with a Failed Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting shall be paid in accordance with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 Article 4 hereof.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request signed by such Initiating Holders that the Company effect any registration with respect to all or part of the Registrable Securities (such request shall state the number of shares having of Registrable Securities to be disposed of) with an expected aggregate offering price to the public of at least $5,000,00050,000,000, the Company will: : (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and , (ii2) as soon as practicable, file and use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or and other state securities laws, and appropriate compliance with the Securities Act) and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to ; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After Prior to the Company has initiated two earlier of (2x) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty eight (180) days after the effective date of, of the Company’s initial first registered public offeringoffering of its securities or (y) three years after the date of the sale of Series D-1 Preferred Stock under the Second Series D-1 Purchase Agreement; (Diii) If, During the period starting with the Company’s delivery of notice to the holders of the Registrable Securities within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice request of the Company’s its intent to file such a registration statement for a Qualified Public Offering such initial public offering within ninety (90) days days, prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company subject to Section 2.3 below (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such notice; orregistration statement to become effective; (Eiv) After the Company has effected two (2) registrations pursuant to this Section 2.2(a), which registrations have been declared or ordered effective; (v) If the Company shall furnish to such 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 detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofHolders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period.

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000a Form S-1 registration, the Company will: (i) within thirty (30) days of the receipt of such written request give promptly deliver written notice of the proposed registration registration, qualification, or compliance to all other Holders; and (ii) as soon as practicable, but in no event less than ninety (90) days after the request, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything delivered to the contrary contained hereinCompany; provided, if however, that the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.21.3: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service earlier of: (i) three (3) years following the date of process in effecting such registrationthis Agreement, qualification, or compliance, unless and (ii) six (6) months following the Company is already subject to service in such jurisdiction and except as may be required by effective date of the Securities ActIPO; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 1.3, such registrations which have been declared or ordered effective effective, and the securities offered pursuant to which securities such registrations have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)sold; (C) During the period starting with the date thirty (30) days prior to the Company’s estimated date of filingfiling of, and ending on a date one hundred eighty ninety (18090) days after the effective date of, a registration initiated by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such Company-initiated registration statement to become effective and that the Company’s initial public offering;estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; or (D) IfIf in the good faith judgment of the Board, within thirty (30) days of receipt of any such registration request, would be seriously detrimental to the Company furnishes and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a notice certificate, signed by the President or Chief Executive Officer of the Company’s intent , stating that in the good faith judgment of the Board it would be detrimental to file such the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register, qualify or comply under this Section 1.3 shall be deferred for a Qualified Public Offering within ninety period not to exceed sixty (9060) days from the delivery of such notice; orthe written request from the Initiating Holders; (E) If the Initiating Holders propose do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to dispose the consent of shares of the Company, which consent will not be unreasonably withheld). Subject to the foregoing clauses (A) through (E), the Company shall use its best efforts to file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 as soon as practicable but in no event less than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to a the request made under of the Initiating Holders may, subject to the provisions of Section 1.5 hereof1.3(c), include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. If the Company shall receive from Initiating Holders If, at any time after the Registration Withdrawal Date, the Company is not earlier than eligible to effect a registration on Form S-3 and the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31Company shall, 2016during such period that it is not so eligible, receive a written request from the Holders that the Company effect any file a registration with respect to such number statement under the Securities Act covering the registration of shares having an aggregate offering price all or a portion of at least $5,000,000the Registrable Securities then outstanding, then the Company will: (i) shall: within thirty (30) five days of the receipt of such written request thereof, give written notice of the proposed registration registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (ii) and cause, as soon as reasonably practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 1.2: (A) In section 2.4: if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to section 2.3 or this section 2.4; and 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, qualification or compliance. If the Holders initiating the registration request hereunder ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, unless they shall so advise the Company is already subject as a part of their request made pursuant to service section 2.4(a) and the Company shall include such information in such jurisdiction and except the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as may be required determined by the number of Registrable Securities Act; (Bheld) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose and shall be reasonably acceptable to dispose the Company. In such event, the right of any Holder to include his, her or 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 the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities which that may be immediately registered on Form S-3 included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this section 2.4, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety days after receipt of the request made of the Initiating Holders; provided that the Company may not utilize this right, together with its right under Section 1.5 hereofsection 2.3(b)(iii) more than once in any twelve month period; provided further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2.

Request for Registration. If At any time after the Company has effected a public offering of its securities under the Securities Act, if the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and listing on appropriate exchanges) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) thirty days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.28.5: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualificationqualification or compliance, or compliancein which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;Act or applicable rules or regulations thereunder; or (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a8.5(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant the sales of such Registrable Securities shall have closed. Subject to which securities have been sold the foregoing clauses (A) and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses(B); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering within ninety (90) days covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of such notice; or (E) If the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders propose may, subject to dispose the provisions of shares Section 8.5(b) below, include other securities of Registrable Securities the Company which may be immediately registered on Form S-3 pursuant are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to a request made under include their securities in any such registration, but except as provided in the last sentence of Section 1.5 hereof8.5(b) below the Company shall have no right to include any of its securities in any such registration.

Request for Registration. If If, at any time after the date hereof, the Company shall receive from Initiating the Requisite Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any the registration with respect to under the Securities Act of the resale of Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000Requisite Holders (a "Demand Registration"), then the Company willshall: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and; (ii) use its best efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate Act of the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestwhich the Company has been so requested to register, 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 twenty (20) 20 days after the Company mails such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if in accordance with the registration requested is procedures set forth in Section 6 hereof and to be an underwritten offering and if keep effective for 120 days after the underwriters have not limited effective date; provided, however, that the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.2under the Securities Act: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After after the Company has initiated two (2) effected four such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations 2 which have has been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticesold; or (EB) If less than the Initiating Holders propose Requisite Securities are requested to dispose be included in the registration. (iii) the Holder shall be entitled to make a request for a shelf registration pursuant to Rule 415 of shares the Securities Act, which request may be for a shelf registration of not more than 12 month duration. This shall count as one demand right under Section 2(a)(ii)(A). Subject to the foregoing clauses 2(a)(ii)(A), 2(a)(ii)(B) and 2(a)(iii) the Company shall file a registration statement covering the Registrable Securities which so requested to be registered as soon as practicable, and in any event within 90 days, after receipt of the request or requests of the Requisite Holders; provided, however, that if the Company shall within five days of such demand furnish to such Holder a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be detrimental to the Company or its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a reasonable period not to exceed 90 days from receipt of such Holder's request. The Company's right to delay such registration as set forth in the previous sentence may only be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofexercised one time during any twelve month period.

Request for Registration. If the Company shall receive from Initiating Holders (a) If, at any time after the Registration Withdrawal Date, the Company is not earlier than eligible to effect a registration on Form S-3 and the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31Company shall, 2016during such period that it is not so eligible, receive a written request from the Holders that the Company effect any file a registration with respect to such number statement under the Securities Act covering the registration of shares having an aggregate offering price all or a portion of at least $5,000,000the Registrable Securities then outstanding, then the Company willshall: (i) within thirty (30) five days of the receipt of such written request thereof, give written notice of the proposed registration registration, and any related blue sky or similar qualification or compliance, to all other Holders; and (ii) cause, as soon as reasonably practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance, pursuant to this Section 1.2section 2.4: (A) In if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; (B) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to section 2.3 or this section 2.4; and (C) 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, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (Eb) If the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to section 2.4(a) and the Company shall include such information in the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as determined by the number of Registrable Securities held) of the Initiating Holders propose and shall be reasonably acceptable to dispose the Company. In such event, the right of any Holder to include his, her or 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 the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities which that may be immediately registered on Form S-3 included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this section 2.4, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety days after receipt of the request made of the Initiating Holders; provided that the Company may not utilize this right, together with its right under Section 1.5 hereofsection 2.3(b)(iii) more than once in any twelve month period; provided further, that the Company shall not register shares for its own account during such ninety day period unless the Holder can exercise its right to request the registration of Registrable Securities under section 2.2.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having Registrable Securities with an anticipated aggregate offering price before deduction of at least standard underwriting discounts and commissions, in excess of Five Million Dollars ($5,000,000), the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, 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 given within twenty thirty (2030) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section subsection 1.2: (A) In at any time prior to six (6) months following the Merger Closing Date; (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (BC) After after the Company has initiated effected two (2) such registrations pursuant to this Section subsection 1.2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant effective. Subject to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); foregoing clauses (A) through (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating 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 detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such noticeregistration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement; or provided, that the Company may not use this right more than once in any twelve (E12) If month period. The Company shall use its best efforts to cause such registration statement to remain effective for at least one hundred twenty (120) days, or until the Initiating Holders propose to dispose distribution described in the registration statement has been completed, whichever occurs first. In the event the Company does not perform its obligations set forth in the preceding sentence, then such registration shall not be deemed effected for the purposes of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under the limitations set forth in Section 1.5 hereof1.2(a)(ii)(C).

Request for Registration. If the Company shall receive from the Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request with respect to the Registrable Securities held by such Initiating Holders that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000registration, qualification or compliance, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicablepracticable thereafter, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after the deemed receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.21.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of (A) six (6) months following the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "IPO") or (B) three (3) years following the closing of the sale and issuance of the Series B-1 Preferred Stock pursuant to the Series B-1 Purchase Agreement; (3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the later of (A) six months from the date sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period or (B) the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; (4) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only subparagraph 1.5(a), such registrations which have having been declared or ordered effective and the securities offered pursuant to which securities have such registrations having been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticesold; or (E5) If the Company shall furnish to such Holders 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 of the Company (the "Board of Directors") it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one-hundred and twenty (120) days from the date of receipt of written request from the Initiating Holders propose Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to dispose the sale of shares securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. (a) If the Company shall receive receives from Initiating a Holder or Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any a registration with respect to shares of Registrable Securities held by such number of shares Holder or Holders having an aggregate offering price to the public (net of underwriters' discounts and commissions) of at least $5,000,000500,000 or with respect to at least 300,000 Shares, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) , as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request, 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 twenty . (20b) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenSection 2(a), the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 1.22: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (Ci) During the period starting with the date ninety (90) days prior to the Company's estimated date of filingfiling of, and ending on a the date one hundred eighty sixty (18060) days after immediately following the effective date of, any registration statement pertaining to securities of the Company’s initial public offering; Company (D) Ifother than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of receipt of any its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration requeststatement to become effective; however, the Company furnishes to the Holders may not delay a notice of requested registration under this paragraph if the Company’s intent to file such a 's registration statement for a Qualified Public Offering within ninety (90) days will include no equity securities or securities convertible into equity securities and the requested registration will not be part of such noticean underwritten public offering; or (Eii) After the Company has effected two registrations pursuant to this Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such two registration limit; (iii) If the Initiating Holder requesting registration is able to sell all of such Holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act; or (iv) If the Company shall furnish to the Holder or Holders propose requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to dispose the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and the number of shares of Registrable Securities which that may be immediately included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no securities to be registered on Form S-3 pursuant for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to a request made under Section 1.5 hereofbe included in such underwriting are so included.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Investor a written request that the Company effect any registration registration, qualification, or compliance with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000, the Shares the Company will: : (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect all such registration registrations, qualifications and compliances (including, without limitationlimitations, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities the Investor's Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) thirty days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 1.2: subparagraph 5(c): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(asubparagraph 5(c) (counting for these purposes only and such registrations which have been declared or ordered effective effective; or (B) If the amount of securities being offered for sale is less than 25 percent of the Shares. Subject to the foregoing clauses (A) through (B), the Company shall file a registration statement covering the Shares so requested to be registered as soon as practical, but in any event within ninety days, after receipt of the request or requests of the Investor; provided, however, that if the Company shall furnish to such Investor 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 and it stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than ninety days within which to file such registration statement. The Investor shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to which securities have been sold and registrations which have been withdrawn this Section 5(c). All Selling Expenses shall be borne by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days securities so registered pro rata on the basis of such notice; or (E) If the Initiating Holders propose to dispose number of their shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofso registered.

Request for Registration. If the Company shall receive ------------------------ from the Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having Registrable Securities with an anticipated aggregate offering price before deduction of at least underwriting discounts and commissions, in excess of $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, 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 given within twenty thirty (2030) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section subsection 1.2: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) After after the Company has initiated effected two (2) such registrations pursuant to this Section subsection 1.2(a) (counting for these purposes only and such registrations which have been declared or ordered effective effective. Subject to the foregoing clauses (A) and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses(B); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such 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 and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such notice; or registration statement, the Company shall have an additional period of not more than ninety (E90) If days after the Initiating Holders propose expiration of the initial ninety (90) day period within which to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereoffile such registration statement.

Request for Registration. If (a) In case the Company shall receive from the Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.21.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of (i) two (2) years from the date of this Agreement or (ii) six months following the Company's initial public offering; (3) During the period ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); (4) After the Company has initiated effected two (2) such registrations registration pursuant to this Section 1.2(a) (counting for these purposes only registrations which have subparagraph 1.5(a), such registration has been declared or ordered effective and the securities offered pursuant to which securities such registration have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticesold; or (E5) If the Company shall furnish to such 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 or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a single period not to exceed one hundred-twenty (120) days from the date of receipt of written request from the Initiating Holders propose Holders. Subject to dispose of shares of the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. If the Company shall receive from Initiating Holders at any time not after the earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering third anniversary of the date of the Prior Agreement and (ii) July 31the date 180 days after the closing of the first public offering of the Corporation’s securities, 2016, the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2) that the Company Corporation file a registration statement under the Securities Act, or a similar document pursuant to any other statute then in effect any corresponding to the Securities Act, such request received from one or more Holders that hold, in the aggregate, more than 50% of the then outstanding shares of Registrable Shares, requesting a registration with respect a reasonably anticipated aggregate price to such number of shares having an aggregate offering price the public of at least $5,000,000, then the Company will: (i) within thirty (30) days of the receipt Corporation shall promptly notify all other Holders of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, and shall use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications cause all Registrable Shares that Holders have requested be registered to be registered under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit Act on Form S-1 or facilitate any other available form the sale and distribution use of all or such portion which is approved by the Holders of such Registrable Securities as are specified in such request, together with all or such portion a majority of the Registrable Securities of any Holder or Holders joining Shares that are to be included in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or deliveredregistration. Notwithstanding anything to the contrary contained hereinforegoing, if (A) the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company Corporation shall not be obligated to effect, or to take any action to effect, any such effect a registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During 2 during the period starting with the date ninety (90) days prior to the Corporation’s estimated date of filingfiling of, and ending on a date one hundred eighty (180) days after following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the Company’s initial public offering; (D) Ifaccount of the Corporation, provided that the Corporation notifies the initiating Holders in writing of such registration and underwriting within thirty (30) days following their request and is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of receipt the date of any filing such registration requeststatement is made in good faith; (B) the Corporation shall not be obligated to effect more than two registrations at the request of the Holders of Preferred Stock pursuant to this Section 2, provided, that a registration will not be counted as “effected” for purposes of this Section 2 until such time as the applicable registration statement has been declared effective by the SEC, unless the Holders initiating such registration withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one registration statement pursuant to this Section 2, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2; provided further, however, that if at the time of such withdrawal, the Company furnishes Holders have learned of a material adverse change in the condition, business, or prospects of the Corporation from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then such withdrawn registration statement shall not be counted as “effected” for purposes of this Section 2; and (C) if the Corporation shall furnish to the Holders a notice certificate signed by the President of the Company’s intent Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to file such the Corporation or its stockholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days of such noticedays; or provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any twelve (E12) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofmonth period.

Request for Registration. If at any time the Company shall receive from any Holder or group of Holders holding at least a majority in interest of the Registrable Securities (the “Initiating Holders at any time not earlier than the first to occur of (iHolders”) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything Company, subject to the contrary contained hereinterms and conditions of this Section 2; Provided, if however, that the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.22: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filingfiling of, and ending on a the date one hundred and eighty (180) days after immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company’s initial public offeringCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (DC) IfAfter the Company has effected two (2) registrations pursuant to this Section 2; provided, within thirty however, if the number of shares to be offered by the Holders in any such registration are reduced upon the advice of the managing underwriter below half that proposed to be offered, such registration shall not counted for purposes of determining the number of registrations effected under this Section 2(a). Subject to the foregoing clauses (30A), (B) days of receipt of any registration requestand (C), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering within ninety (90) days covering the Registrable Securities so requested to be registered as soon as practicable after receipt of such notice; or (E) If the request or requests of the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofHolders.

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000Fifty-One Percent (51%) of the Registrable Securities, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicablewill file a registration statement with the Commission not later than 90 days following such request and, use its commercially reasonable best efforts to promptly effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; PROVIDED, HOWEVER, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2SECTION 5.1: (Aa) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bb) Prior to nine months from the date hereof; (c) After the Company has initiated two (2) effected one such registrations registration pursuant to this Section 1.2(a) (counting for these purposes only registrations which have SUBPARAGRAPH 5.1, and such registration has been declared or ordered effective and pursuant has remained effective until the earlier to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date occur of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days or the sale of all of the securities offered pursuant to such notice; orregistration; (Ed) If the Company shall furnish to such Initiating Holders propose a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to dispose the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of shares receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses, the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereof.or requests of the Initiating Holders;

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty ten (3010) days of the after its receipt of such written request thereof give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, 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 given within twenty (20) 20 days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 1.22: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) Within six (6) months after the effective date of any such registration; or (C) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(asubsection 2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant effective. Subject to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); foregoing clauses (A) through (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the company shall furnish to such Holders 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 be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such notice; or registration statement, the Company shall have an additional period of not more than sixty (E60) If days after the Initiating Holders propose expiration of the initial ninety (90) day period within which to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereoffile such registration statement.

Request for Registration. If (a) Commencing on the Company second anniversary hereof (the “First Registrable Date”), subject to any restrictions contained in the Exchange Agreement, any Holder or Holders of Registrable Securities shall receive have the right to require Parent to file from Initiating time to time a registration statement on Form S-1 or S-3 or any other appropriate form under the Securities Act or Exchange Act for a public offering or the listing or trading of all or part of its or their Registrable Securities (including any public offering or listing or trading of securities of Parent) (a “Demand Registration”), by delivering to Parent written notice stating that such right is being exercised, naming, if applicable, the Holders at any time not earlier than whose Registrable Securities are to be included in such registration, specifying the first number of each such Holder’s Registrable Securities to occur be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (i) one hundred eighty a “Demand Request”); provided, that, a Holder may make a Demand Request prior to, but within forty-five (18045) days following of, the Company’s initial public offering First Registrable Date and in such event Parent shall not be obligated to file the registration statement in respect of such Demand Registration prior to the First Registrable Date. No Demand Registration shall be deemed to have occurred for purposes of the preceding sentence if no Exchange (iias defined in the Exchange Agreement) July 31, 2016, a written request that the Company effect any registration is deemed to have occurred with respect to such number registration. (b) Subject to Section 2.1.6, Parent shall file the registration statement in respect of shares having an aggregate offering price of at least $5,000,000a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the Company will“Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided, however, that: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company Parent shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute effect a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Demand Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C2.1.1(a) During the period starting with the date of filing, and ending on a date within one hundred and eighty (180) days after the effective date ofof a previous Demand Registration, the Company’s initial public offering;other than a Shelf Registration pursuant to this Article II; and (Dii) If, within thirty (30Parent shall not be obligated to effect a Demand Registration pursuant to Section 2.1.1(a) days of receipt of any registration request, unless the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement Demand Request is for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares number of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofin excess of the Minimum Amount (as defined in the Exchange Agreement).

Request for Registration. If the Company shall receive from Initiating Holders Warburg Pincus, at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016time, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(A)(1)(a) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a2(A) (counting for these purposes only and such registrations which have been declared or ordered effective and the sales of such Registrable Securities shall have closed; (iii) If the Registrable Securities requested by all Holders to be registered pursuant to which securities such request do not have been sold an anticipated aggregate public offering price (before any underwriting discounts and registrations which have been withdrawn by commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expensesInitial Public Offering); (Civ) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty (180) days after immediately following the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, statement filed pursuant to Section 2(B) pertaining to securities of the Company furnishes to the Holders a notice of the Company’s intent to file such (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a Qualified Public Offering within period of not more than ninety (90) days days, if a filing of such noticeany other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (Ev) If the Initiating Holders propose Company shall furnish to dispose Warburg Pincus a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of Registrable Securities which to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be immediately registered on Form S-3 pursuant assigned, in whole or in part, to a request made under Section 1.5 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If Subject to the conditions of this Section 2(a), if the Company shall receive from the Initiating Holders Holder, at any time not earlier than on or after the first to occur second anniversary of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016date hereof, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(a)(i)(1) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(a): (A) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has initiated two effected one (21) such registrations registration pursuant to this Section 1.2(a2(a) (counting for these purposes only registrations which have and such registration has been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)effective; (C) During If the period starting with the date Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offeringnot less than $7,500,000; (D) If, if within thirty (30) days of receipt of any registration requesta written request from the Initiating Holder pursuant to Section 2(a), the Company furnishes gives notice to the Holders a notice of the Company’s intent 's intention to file such a registration statement for a Qualified Public Offering public offering within ninety sixty (9060) days days, other than pursuant to (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such notice; ora transaction or (iii) a registration related to stock issued upon conversion of debt securities (each a "Special Registration Statement"); (E) If if the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under pursuant to Section 1.5 hereof2(c) below; or (F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "Requested Registration") should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Requested Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Request Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holders shall have the rights set forth in this Section 2(a) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 2(a), within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Section 2(b). The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders"). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

Request for Registration. If At any time after the latter of: (i) with respect to Series A Preferred Shares — six months shall have elapsed from the effective date of the Initial Public Offering; (i) with respect to Preferred B Shares, the date that is three (3) years from the closing of the Series B Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (ii) with respect to Preferred C Shares, the date that is three (3) years from the first closing of the Series C Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iii) with respect to Preferred D Shares, the date that is three (3) years from the First Closing Date as defined in the Series D Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; (iv) with respect to Preferred E Shares, the date that is three (3) years from the First Closing Date as defined in the Series E Share Purchase Agreement or six months shall have elapsed from the effective date of the Initial Public Offering; the holders of Preferred Registrable Securities (the “Initiating Holders”) shall have the right to make several separate written demands (but the Company shall receive from Initiating Holders at any time not earlier be obligated to effect more than the first to occur of two (i2) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31demands), 2016, a written request that the Company effect file a registration statement under the Securities Act covering the public sale of all or part of the Registrable Securities owned by such Initiating Holders (a “Demand”), provided, however, that any such Demand must include the registration of Registrable Securities with respect to such number of shares having an aggregate offering price of at least $US$5,000,000. Upon the occurrence of such Demand, the Company will: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its commercially reasonable efforts to effect such registration registration, (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestDemand, together with all or such portion of the Registrable Securities of any the Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained hereinCompany; provided, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenhowever, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The that Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.22.2 as follows: (A1) In any particular jurisdiction If at the time of the request from the Initiating Holders the Company gives notice, within thirty (30) days of such request, that it is engaged in preparation of a registration statement for a firmly underwritten registered public offering (for which the registration statement will be filed within ninety (90) days of such Company’s notice) in which the Company would be required Holders may include Registrable Securities pursuant to execute a general consent to service of process Section 2.3 below, in effecting which event the Demand shall not count as such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actunder this Section 2.2(i); (B2) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only subparagraph 2.2(i), and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by remained effective as required under the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);terms of this Agreement; or (C3) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, If the Company furnishes shall furnish to the Holders a notice certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s intent obligation to file such a registration statement use commercially reasonable efforts to register, qualify or comply under this Section 2.2 shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days in any twelve (12) months period from the date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period, and provided further that a Demand so deferred may be withdrawn and not be counted as such under this Section 2.2(i). (4) If marketing factors require a limitation of the number of shares to be registered pursuant to this Section 2.2, then the provisions of Section 2.3 hereunder shall apply, mutatis mutandis, to the allocation of such notice; orlimited number of Registrable Securities among the participating Holders. (E5) If Subject to the foregoing clauses (1) through (4), the Company 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 of the Initiating Holders propose to dispose and effect the prompt registration under the Securities Act of shares of all the Registrable Securities which may be immediately registered on Form S-3 pursuant the Company has been so requested to a request made under Section 1.5 hereofregister by the Initiating Holders and the other Holders.

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number all or a part of shares having an the Registrable Securities, and if the aggregate offering price of at least the Registrable Securities proposed to be registered equals or exceeds $5,000,0008,000,000, the Company will: (i) within thirty promptly (30in no case longer than ten (10) days of after the receipt of such written request request) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) use its best efforts to effect such registration, qualification or compliance as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining request in such request as are specified in a written request writing received by the Company within twenty (20) days after mailing of such written notice from the Company is mailed or delivered. Notwithstanding anything to in accordance with Section 7.5; provided, however that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.23.4: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Prior to the Company has initiated two earlier of (2i) such registrations pursuant to this Section 1.2(aDecember 31, 2013 or (ii) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, of the Company’s initial public offeringQualified IPO; (C) After the Company has effected two (2) registrations pursuant to this Section 3.4 and such registration has been declared or ordered effective; (D) If, within thirty (30) days of receipt of any registration request, If the Company furnishes is eligible to use a Form S-3 and the Initiating Holders may dispose of shares of Registrable Securities pursuant to a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticerequest under Section 3.6 below; or (E) If Within one hundred eighty days (180) days after the effective date of any registration pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested pursuant to this Section 3.4(a); provided, however, that if the Company shall furnish to the Initiating Holders propose a certificate signed by the President of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to dispose the Company and its stockholders for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of shares not more than ninety (90) days after receipt of Registrable Securities which may the request of the Initiating Holders (provided that such right shall not be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofused more than once in any twelve (12) month period).

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration Registration with respect to such number all or a part of shares having the Registrable Securities from an aggregate offering price Initiating Holder, at any time on or after the first anniversary of at least $5,000,000the date hereof, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration Registration to all other Holders; and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) Registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(a)(i)(1) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any such Registration pursuant to this Section 2(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or complianceRegistration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After any such Registration pursuant to this Section 2(a), if the Company has initiated effected two (2) such registrations Registrations pursuant to this Section 1.2(a2(a) (counting for these purposes only registrations which and such Registrations have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)effective; (C) During any such Registration pursuant to this Section 2(a) if the Registrable Securities requested by all Holders to be registered pursuant to any such request have an anticipated aggregate public offering price (before deduction of any Selling Expenses) of less than $5,000,000; (D) any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to Securities of the Company’s initial public offering; Company (Dother than a registration of Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) Iffor a period of not more than sixty (60) days, within thirty (30) days of receipt if a filing of any other registration requeststatement is not made within that period, and the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety may only exercise this right once in any twelve (9012) days of such noticemonth period; or (E) If any such Registration pursuant to this Section 2(a) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders propose Holder(s) pursuant to dispose Section 2(a)(i) may, subject to the provisions of shares Section 2(a)(ii) below, include other Securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any such Registration (“Other Stockholders”). In the event any Holder requests a Registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofits partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder.

Request for Registration. If The Initiating Holders, by written request to the Company, may require the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, effect a written request that the Company effect any registration with respect to such number of shares having Registrable Securities at any time after an aggregate offering price of at least $5,000,000, IPO. If the Initiating Holders elect to exercise their rights under this Section 2.1 the Company willshall: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other HoldersHolders (the "Demand Registration Notice"); and (iib) as soon as practicablepracticable but not later than sixty (60) days after receipt of the request from the Initiating Holders, use its commercially reasonable best efforts and take all appropriate action to file such registration statement with the Commission, and shall use its best efforts and take all appropriate action to effect such registration as soon as possible following such filing (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable the blue sky or other state securities laws, laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after such written notice from receipt of the Company is mailed or delivered. Notwithstanding anything to Demand Registration Notice; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.2: 2 (Ai) In any particular jurisdiction in which the Company would be required to execute if a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations registration pursuant to this Section 1.2(a) (counting for these purposes only registrations which have 2 has been declared or ordered effective and within the prior twelve months or (ii) after the third such registration pursuant to which securities have this Section 2 has been sold and registrations which have been withdrawn by declared or ordered effective; provided, further, however, that if with respect to the last remaining demand registration right the Holders as shall not be permitted to which include all of the Registrable Securities requested to be so included therein pursuant to the operation of Section 2.5 below, the Holders have not elected to bear the Registration Expenses pursuant to shall be granted an additional demand registration exercisable in accordance with this Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof2.

Request for Registration. If the Company shall receive from an Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Holder a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 11.2(a)(i) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.211.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 11.2 and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);closed; or (C) During If the period starting with the date Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering;not less than $20,000,000. (D) IfIf in the good faith judgment of the Board, within thirty (30) days of receipt of any such registration requestwould be seriously detrimental to the Company, the Company furnishes shall have the right to delay registration for up to 90 days but not more than once in any twelve month period. The registration statement filed pursuant to the Holders a notice request of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose may, subject to dispose the provisions of shares Section 11.2(b) below, include other securities of Registrable Securities the Company which may are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. The registration rights set forth in this Section 11 shall be immediately registered on Form S-3 pursuant assignable, in whole or in part, to a request made under any transferee of Common Stock (who shall be bound by all obligations of this Section 1.5 hereof11).

Request for Registration. If (a) If, at any time after the first anniversary of the date of this Agreement, the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request (specifying that it is being made pursuant to this Section 2) from the Holders that the Company effect any file a registration with respect to statement or similar document under the Act covering Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000Holders (a "Registration Statement"), then the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, shall promptly use its commercially reasonable best efforts to file a Registration Statement and to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or that Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration have requested is be so registered to be an underwritten offering and if registered under the underwriters have not limited the number of Registrable Securities to be underwritten, the Act. The Company shall be entitledobligated to effect only two registrations pursuant to this Agreement, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company and shall not be obligated to effecteffect a registration to the extent that the Holders may sell all their Registrable Securities without being subject to a holding period or volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (b) Notwithstanding the foregoing, or in the event that prior to take any action the first anniversary of the date hereof TCI is required to effectdispose of Registrable Securities in order to decrease the ownership interests attributed to TCI and its affiliates so that TCI and its affiliates would not be deemed to have an "attributable interest" in the Company under the horizontal attribution rules of the Federal Communications Commission, TCI may request the Company to file a Registration Statement prior to the first anniversary of the date of this Agreement without such registration counting towards the two demand registrations permitted pursuant to Section 2(a) above, and the Company shall promptly use its best efforts to do so and to effect the registration of such Registrable Securities under the Act; provided, however, that to the extent any such registration request pursuant to this Section 1.2:2(b) is delivered to the Company within 45 days prior to the first anniversary of this Agreement, such request shall be deemed to count as one of the two demand registrations granted pursuant to Section 2(a). (Ac) In any particular jurisdiction The Company shall cause Registration Statements filed in connection with a demand under Sections 2(a) or (b) to be effective continuously for one hundred twenty (120) days from the date of initial effectiveness of the Registration Statement (provided that such period shall be extended by the length of time during which TCI is blocked from selling the Company would be required Registrable Securities pursuant to execute a general consent to service Sections 2(d) and 8 of process in effecting such registration, qualificationthis Agreement), or compliance, unless until the Company is already subject to service in such jurisdiction and except as may be required earliest date upon which all Registrable Securities held by the Securities Act; Holders either (Bi) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold by them or (ii) may be sold by them without being subject to a holding period or volume limitations and registrations which have been withdrawn by without such Holders being required to deliver a prospectus in connection therewith under the Act. (d) Notwithstanding the foregoing, the Company may request the Holders as not to which (and upon such request the Holders have hereby agree not elected to bear the Registration Expenses to) make any sales pursuant to Section 1.4 hereof and would, absent such election, have been required an effective Registration Statement for up to bear such expenses); (C) During the period starting with the date two periods of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration requestdays, as the Company shall specify, provided that the Company shall furnish to each such Holder a certificate signed by the President, the Chief Executive Officer or a Vice President of the Company furnishes to stating that, in the Holders a notice good faith judgment of the Company’s intent to file , such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.and offering would materially interfere

Request for Registration. If the Company shall receive from any Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Holder a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000Registrable Securities (a "Demand"), the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice ("Company Notice") of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable "blue sky sky" or other state securities laws, laws and appropriate compliance with exemptive regulations promulgated under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the public sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such requestDemand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Demand as are specified in a written request received by given within 20 days after receipt of the Company within twenty (20) days after such written notice from Notice; provided, however, that the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A) In at any time prior to (i) the effective date of the registration statement in respect of the first underwritten registered public offering by the Company next following the date of this Agreement or (ii) one year after the date of this Agreement, whichever first occurs; (B) during the period commencing on the 10th day next preceding the effective date of a registration statement filed with SEC pursuant to this Section 1.2 and ending on the 180th day next following such effective date; (C) during the period commencing on the 60th day next preceding the Company's good faith estimate of the date of filing of, and ending on the 60th day next following the effective date of, a Company registration pursuant to Section 1.3 hereof, provided the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) in any particular jurisdiction in which the Company would be required to execute a qualify to do business or become subject to taxation or general consent to service of process in effecting such registration, qualification, or complianceprocess, unless the Company already is already so subject to service in such jurisdiction and except as may be required by the Securities Act;jurisdiction; or (BE) After after the Company has initiated two effected four (24) such registrations pursuant to this Section 1.2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders SEC. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in no event later than 60 days after receipt of the request(s) of the Initiating Holder(s) therefor; provided, however, that if the Company shall furnish to which such holders a certificate signed by its Chief Executive Officer or President stating that in the Holders have not elected good faith judgment of the Board of Directors it would be detrimental to bear the Registration Expenses pursuant Company and its stockholders for such registration statement to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with be filed at or about the date requested by the Initiating Holders and it is therefore necessary or commercially desirable to defer the filing of filingsuch registration statement, and ending on a date one hundred eighty (180) the Company shall have an additional period of not more than 120 days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice expiration of the Company’s intent initial 60-day period within which to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticestatement; or (E) If provided, however, that the Initiating Holders propose Company shall not be entitled to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofutilize this right more than once in any 12-month period.

Request for Registration. If (a) At any time, and from time to time, on and after the Company shall receive from date hereof, any of the Holders (the "Initiating Holders at any time not earlier than the first to occur of (iHolders") one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, may request in a written request notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect any registration with respect corresponding to such number of shares having an aggregate offering price of at least $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate covering the sale and distribution registration of all or such portion at least the Minimum Amount of such Registrable Securities as are in the manner specified in such notice; provided that, at the time of such request, together such Holders shall have a good faith intention to offer and sell pursuant to such registration statement at least the Minimum Amount of Registrable Securities. Following receipt of any notice under this Section 5.3 the Company shall (x) within ten days notify all other Holders of such request in writing and (y) thereupon will, as expeditiously as possible, use its best efforts to cause to be filed for registration under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Company has given such notice, requested to be registered in accordance with all the manner of disposition specified in such notice by the Initiating Holders; provided, however, that, if (i) (A) the Company is in possession of material non-public information, (B) the Board of Directors of the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its stockholders and (C) the Board of Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information, or (ii) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (A) that is material to the Company and its subsidiaries taken as a whole (and for such purpose no transaction shall be deemed material unless, on a pro forma basis and after giving effect thereto, consolidated assets or consolidated revenues of the Company and its subsidiaries as of the end of or for the most recently completed fiscal year would be increased by at least 10%) and (B) the Board of Directors of the Company or the Chief Executive Officer or the Chief Financial Officer of the Company determines in good faith that offers and sales of Registrable Securities prior to the consummation of such transaction (or such portion earlier date as the Board of Directors or the Chief Executive Officer or the Chief Financial Officer of the Registrable Securities Company shall determine) is not in the best interests of any Holder the Company and its stockholders, then the Company shall not be required to file a registration statement until the earlier of (x) the second day after the conditions in clause (i) or Holders joining in such request as are specified in a written request received (ii) have ceased to exist and (y) the 30th day following receipt by the Company within twenty (20) days after such written of the notice from the Company is mailed or delivered. Notwithstanding Initiating Holders under this Section 5.3; provided, further, that, (I) notwithstanding anything to the contrary contained herein, if the Company shall not be required to cause any such registration requested is statement to be an underwritten offering declared effective prior to the date which is three months from the date hereof and (II) the Company shall not be required to file more than four registration statements in response to requests pursuant to this Section 5.3. Notwithstanding clause (II) of the second proviso to the immediately preceding sentence, after the third month from the date hereof, if (1) a Transaction Notice is received by Ford from the underwriters Company pursuant to Section 3.2, (2) Ford rejects the proposal included in such Transaction Notice and (3) within three months of the date of receipt of the Transaction Notice (such three-month period, the "Demand Period"), the Holders do not make a registration request under Section 5.3 (provided that such a registration request shall be deemed to have been made by the Holders during the Demand Period if such a registration request was already pending at the time the Company's request was made, including a registration request in which a registration statement has been declared effective but the Registrable Securities thereunder shall not limited all have been offered or fully distributed), then the number of registration requests that may be made by the Holders pursuant to Section 5.3 as to which the Company will be required to pay expenses pursuant to Section 5.8 shall be reduced by one; provided that at least one right to make a registration request under Section 5.3 shall always be paid by the Company; and provided, further, that any further Transaction Notice received from the Company during any Demand Period shall not lead to a reduction of the number of registration requests under Section 5.3 that may be made by the Holders and shall not cause another Demand Period to commence whether or not Ford rejects the proposal included by the Company in such Transaction Notice. (b) If the Initiating Holders intend to have the Registrable Securities to be underwrittendistributed by means of an underwritten offering, the Company shall be entitledinclude such information in the written notice referred to in clause (x) of Section 5.3(a) above. In such event, at the right of any Holder to include its election, to join Registrable Securities in any such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwritten offering to the extent provided below. All Holders proposing to distribute Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with respect the underwriter or underwriters. The lead managing underwriter shall be selected by a majority in interest of the Initiating Holders and any co-managing underwriters shall be selected jointly by a majority in interest of the Initiating Holders and the Company, each acting reasonably. No Holder shall be required to securities make any representations or warranties to be offered or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the statements contained in the registration statement that were supplied by it or such Holder in writing expressly for use therein, the Registrable Securities of such Holder and such Holder's intended method of distribution and any other partyrepresentations required by law or reasonably required by the underwriter. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Company, the managing underwriter and the Initiating Holders. The securities so withdrawn also shall be withdrawn from registration. (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated required to effect, or to take any action to effect, any such effect a registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During 5.3 during the period starting with the date of filingfiling by the Company of, and ending on a date one hundred eighty (180) 90 days after following the effective date of, (i) any other registration statement requested under this Section 5.3 or Section 5.5 or (ii) a registration statement pertaining to a public offering of securities for the Company’s initial public account of the Company or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 5.4 and, in the case of clause (ii) only, pursuant to which the Holders have had the opportunity to sell all Registrable Securities which the Holders desired to sell thereunder; provided that (x) the Company shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering;, the 90 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering. (Dd) IfA registration requested pursuant to this Section 5.3 shall not be deemed to have been effected pursuant to this Section 5.3 for purposes of Section 5.8 unless (i) it has been declared effective by the SEC, within thirty (30ii) days it has remained effective for the period set forth in Section 5.6(a), and (iii) the offering of receipt Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of any the SEC. (e) Subject to the following sentence, if a requested registration requestpursuant to this Section 5.3 involves an underwritten offering and the lead managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number that can reasonably be sold in such offering, the Company furnishes will first include in such registration all the Registrable Securities requested to be included in such registration by the Initiating Holders. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such lead managing underwriter, may reasonably be sold, the number of such Registrable Securities to be included in such registration shall not exceed the number of Registrable Securities that the lead managing underwriter advises can reasonably be sold and shall be allocated pro rata among all Initiating Holders a notice on the basis of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose relative number of shares of Registrable Securities which then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner). In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the lead managing underwriter, may reasonably be immediately registered on Form S-3 sold, the Company may include in such registration any securities the Company wishes to sell up to the number of securities that, in the opinion of the lead managing underwriter, may reasonably be sold. During the Protection Period, the Company will not, except as required pursuant to Existing Company Registration Rights, include in any requested registration pursuant to this Section 5.3 any securities which are not Registrable Securities (other than securities to be issued and sold by the Company) without the prior written consent of the holders of at least a request made under Section 1.5 hereofmajority of the Registrable Securities included in such registration.

Request for Registration. If the Company shall receive from Initiating Holders Warburg Pincus, at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016time, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(a)(i)(1) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has initiated two effected three (23) such registrations pursuant to this Section 1.2(a2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s initial first registered public offering; offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (D60) Ifdays, within thirty (30) days of receipt if a filing of any other registration request, statement is not made within that period and the Company furnishes may only exercise this right once in any twelve (12) month period. The registration statement filed pursuant to the Holders a notice request of Warburg Pincus may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company’s intent , are entitled to file include their securities in any such registration (“Other Stockholders”). In the event any Holder requests a registration statement for pursuant to this Section 2(a) in connection with a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares distribution of Registrable Securities which to its partners or members, the registration shall provide for the resale by such partners or members, if requested by such Holder. The registration rights set forth in this Section 2 may be immediately registered on Form S-3 pursuant assigned, in whole or in part, to a request made under Section 1.5 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If In case the Company shall ------------------------ receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request (the "Request") that the Company effect any registration with respect to such number not less than 25% of shares having an the Registrable Securities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate offering price price, net of at least underwriters' discounts and commissions, would exceed $5,000,0003,000,000, the Company will:wil l (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request notice received by the Company within twenty (20) days after such Holder's receipt of written notice from provided by the Company is mailed or delivered. Notwithstanding anything pursuant to Section 4.1(b)(i)(1); provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.2:4.1(b): (A) A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After B. Prior to 270 days following the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by date of the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)Initial Public Offering; (C) C. During the period starting with the date of filingfiling of, and ending on a the date one hundred eighty (180) 180 days after immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the holder or convertible within twelve (12) months from the date of issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; D. After the Company has effected one (1) such registration pursuant to this Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such underwriting and in any underwriting described in Section 4.1(c)(ii) which has been consummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or E. If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s initial public offering; (D's Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at the date filing would be required, in which case the Company's obligation to use its reasonable efforts to register under this Section 4.1(b) If, within thirty (30) shall be deferred for a period not to exceed 120 days from the date of receipt of any registration requestthe Request, provided that the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety may not exercise this deferral right more than once during any twelve (9012) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofmonth period.

Request for Registration. If the Company shall receive from Initiating Holders Warburg Pincus, at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016time, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is mailed given under Section 2(A)(1)(a) above (or delivered. Notwithstanding anything to 6 business days in the contrary contained herein, if case of the registration requested is to be an underwritten offering and if Secondary Public Offering); provided that the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(A): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (Bii) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a2(A) (counting for these purposes only and such registrations which have been declared or ordered effective and the sales of such Registrable Securities shall have closed; (iii) If the Registrable Securities requested by all Holders to be registered pursuant to which securities such request do not have been sold an anticipated aggregate public offering price (before any underwriting discounts and registrations which have been withdrawn by commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expensesInitial Public Offering); (Civ) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty (180) days after immediately following the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, statement filed pursuant to Section 2(B) pertaining to securities of the Company furnishes to the Holders a notice of the Company’s intent to file such (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a Qualified Public Offering within period of not more than ninety (90) days days, if a filing of such noticeany other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (Ev) If the Initiating Holders propose Company shall furnish to dispose Warburg Pincus a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) below, include (i) other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders") and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of Registrable Securities which to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be immediately registered on Form S-3 pursuant assigned, in whole or in part, to a request made under Section 1.5 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If Subject to the Company shall receive provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, any Major Holder may, from Initiating Holders at any time not to time (but in no event earlier than the first date the Shelf Registration Statement is required to occur of be filed under Section 4.1 hereof), request (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016each, a written request "REQUESTING HOLDER") in writing (a "DEMAND REQUEST") that the Company effect any the registration with respect to such number of shares having an aggregate offering price of at least $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution Act of all or such portion of such Registrable Securities as are a specified in such request, 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 twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities held by the Requesting Holders (a "DEMAND REGISTRATION"); provided, however, that the Company will in no event be required to effect more than three (3) Demand Registrations in total; provided, further that the Company will in no event be underwrittenrequired to effect more than one (1) Demand Registration in any l2-month period; provided, further, that, subject to the Company's compliance with its obligations under Article 3 hereof, the Company will not be obligated to take any action to effect any Demand Registration during the period commencing with the Company's issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company's issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall be entitledhave filed the registration statement for such proposed underwritten offering, at or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its electionsuccessor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Securities pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement pertaining to join in any such registration with respect to securities to be offered by it or any other party. The underwritten offering; and provided, further, that the Company shall not be obligated to effecteffect any Demand Registration if the Shelf Registration Statement is then effective, or and such Shelf Registration Statement may be utilized by the Requesting Holder for the offering and sale of its Registrable Securities without a requirement under the Commission's rules and regulations for a post-effective amendment thereto. Subject to take the provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission as promptly as practicable but in any action event not later than 60 days after receiving a Demand Request (the "REQUIRED FILING DATE"), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to effect, Section 2.2 hereof. The Company shall use its reasonable efforts to cause any such registration pursuant statement to this Section 1.2: (A) In any particular jurisdiction in which be declared effective by the Commission as promptly as possible after such filing. If the Company would be required to execute issues a general consent to service notice of process in effecting such registration, qualification, or compliance, unless a proposed underwritten public offering of equity securities of the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses its own account pursuant to Section 1.4 3.1 hereof and wouldsubsequently abandons, absent ceases or withdraws such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders will not issue a notice of a subsequent proposed registration of an underwritten offering of equity securities of the Company’s intent to file such a registration statement Company for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 its own account pursuant to a request made under Section 1.5 hereof3.1 hereof until the Shelf Registration Statement is first declared effective.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number shares of shares having an aggregate offering price of at least $5,000,000Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) Act and any other governmental requirements or regulations), as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company, as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request received by notice to such effect to the Company within twenty (20) 20 days after the date of such written notice from the Company is mailed or deliveredCompany. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenforegoing, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 1.25.01: (A) In any particular jurisdiction in which Prior to the Company would be required to execute a general consent to service date six months after the effective date of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActCompany’s first registered public offering of its Common Shares; (B) After Unless the Company has initiated two (2) such registrations pursuant aggregate offering price of all Registrable Securities sought to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective be registered by all Holders, net of underwriting discounts and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and wouldcommissions, absent such election, have been required to bear such expenses)would exceed $___; (C) During the period starting with the date ninety (90) days prior to the Company’s estimated date of filingfiling of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided, further, that if the Company’s initial public offering;registration is for an offering that does not include any equity securities or securities convertible into equity securities, then the Company shall not be obligated to take any action to effect or complete any requested registration under this Section 5.01 during the period starting sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately after the effective date of such registration statement. (D) If, within thirty (30) days of receipt of any registration request, After the Company furnishes has effected one registration pursuant to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticethis subparagraph 5.01(a); or (E) If the Company shall furnish to the Initiating Holders propose 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 dispose the Company for a registration statement to be filed in the near future, in which case, the Company’s obligation to use its best efforts to register, qualify or comply under this Section 5.01(a) shall be deferred for a period not to exceed 180 days from the date of shares receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once in any twelve month period. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. If In case the Company shall ------------------------ receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request (the "Request") that the Company effect any registration with respect to such number not less than 25% of shares having an the Registrable Securities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate offering price price, net of at least underwriters' discounts and commissions, would exceed $5,000,0003,000,000, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request notice received by the Company within twenty (20) days after such Holder's receipt of written notice from provided by the Company is mailed or delivered. Notwithstanding anything pursuant to Section 4.1(b)(i)(1); provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.2:4.1(b): (A) A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After B. Prior to 270 days following the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by date of the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)Initial Public Offering; (C) C. During the period starting with the date of filingfiling of, and ending on a the date one hundred eighty (180) 180 days after immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the holder or convertible within twelve (12) months from the date of issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; D. After the Company has effected one (1) such registration pursuant to this Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such underwriting and in any underwriting described in Section 4.1(c)(ii) which has been consummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or E. If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company’s initial public offering; (D's Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at the date filing would be required, in which case the Company's obligation to use its reasonable efforts to register under this Section 4.1(b) If, within thirty (30) shall be deferred for a period not to exceed 120 days from the date of receipt of any registration requestthe Request, provided that the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety may not exercise this deferral right more than once during any twelve (9012) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofmonth period.

Request for Registration. If (a) Subject to the Company terms and conditions of this Agreement, if the Corporation shall receive from Initiating Holders at any time not earlier than the first to occur of (i) following one hundred eighty (180) days following after the Company’s initial public offering and (ii) July 31, 2016effective date of the registration of the IPO, a written request that from the Company effect any registration with respect to such number of shares having an aggregate offering price Holders of at least $5,000,000ten percent (10%) of the Registrable Securities then outstanding that the Corporation file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities then outstanding, then the Company will: Corporation shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 2(b), use its reasonable best efforts to effect, as soon as practicable following the receipt of, and in any event within sixty (i) within thirty (3060) days of the receipt of of, such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicablerequest, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion Registrable Securities which the Holders request to be registered within 20 days of the mailing of such Registrable Securities as are specified in such request, 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 notice by the Company within twenty (20) days after such written notice from Corporation; provided, however, that the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company Corporation shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A) In 2 in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act;. (Bb) After If the Company has initiated two Holders initiating the registration request under subsection 2(a) (2each, an “Initiating Holder”) such registrations intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 1.2(a2 and the Corporation shall include such information in the written notice referred to in subsection 2(a). The underwriter will be selected by the Corporation and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (counting together with the Corporation as provided in subsection 5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for these purposes only such underwriting. Notwithstanding any other provision of this Section 2, if the underwriter advises the Corporation in writing that marketing factors require a limitation of the number of equity interests to be underwritten, then the Corporation shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Corporation owned by each participating Holder; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Corporation shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be materially detrimental to the Corporation and its Members for such registration statement contemplated by subsection 2(a) to be filed and it is therefore essential to defer the filing of such registration statement, because such action would require the Corporation to make an Adverse Disclosure (such event, a “Suspension Event”), upon giving prompt written notice to the Members, the Corporation shall have the right to defer such filing for a period of time determined in good faith by the Board to be necessary for such purpose and in no event longer than ninety (90) days after receipt of the request of the Initiating Holders, as applicable, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Corporation may not utilize this right more than once in any twelve-month period. In the event that the Corporation exercises its right under the preceding sentence, the Corporation shall promptly give the Holders written notice thereof and shall use its reasonable best efforts to cause such registration statement to become effective or to amend or supplement such registration statement on a post-effective basis or to take such action as is necessary to permit resumed use of such registration statement or filing thereof as soon as reasonably practicable following the conclusion of the applicable Suspension Event and its effect. The Corporation shall promptly give the Holders written notice of the conclusion of any Suspension Event and its effect. (d) In addition, the Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2: (i) After the Corporation has effected three (3) registrations which on behalf of the Initiating Holders pursuant to this Section 2 and such registrations have been declared or ordered effective and effective; provided, however, that a registration pursuant to this Section 2 shall only count for the purposes of this clause (i) if at least seventy five percent (75%) of the Registrable Securities which securities have been Holders request to be sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent are sold in such election, have been required to bear such expenses)requested registration; (Cii) During the period starting with the date of filing, and ending on a date one hundred eighty (180) Prior to 180 days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a IPO registration statement for a Qualified Public Offering within ninety (90) days of such noticestatement; or (Eiii) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under pursuant to Section 1.5 hereof4.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not beginning on the earlier than the first to occur of (i) one hundred eighty two (1802) days following years from the date hereof or (ii) six (6) months after the closing of the Company’s initial public offering and (ii) July 31, 2016offering, a written request that the Company effect any file a registration statement (i) with respect to such number of shares having an aggregate offering price of at least 30% of the Registrable Securities or (ii) the expected proceeds of which exceed $5,000,0007,500,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(al.2(a) (counting for these purposes only other than on a Form S-3) and such registrations which have been declared or ordered effective and pursuant effective; provided, however, that a registration request shall not be counted under this Section 1.2 as fulfilling the Company’s obligation hereunder if the requesting Holders withdraw their registration request as the result of adverse information about the Company previously unknown to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)requesting Holders; (C) During If the period starting with Company shall furnish to such Holders a certificate signed by the date President of filingthe Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, and ending on a date one hundred eighty (180) days after the effective date of, then the Company’s initial public offering; (D) Ifobligation to use its best efforts to register, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement qualify or comply under this Section 1.2 shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days from the date of such noticereceipt of written request from the Initiating Holders, provided that the Company may not use this right more than once in any twelve (12) month period; orand (ED) If Within ninety (90) days following the Initiating Holders propose to dispose effective date of shares the Company’s firm commitment underwritten initial public offering of Registrable Securities which may be immediately registered on Form S-3 its securities pursuant to a registration statement declared effective under the Securities Act (“IPO”) or a subsequent registered offering of the Company’s securities; Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. If the Company shall receive from Initiating Holders at At any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31time, 2016, each Holder may make a written request that per 12-month period (specifying the Company effect any intended method of disposition) for registration under the Securities Act (each, a "Demand Registration") of all or part of such Holder's Registrable Securities (but such part, together with respect to such the number of shares having securities requested by other Holders to be included in such Demand Registration pursuant to this Section 2.1, shall have an aggregate offering estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the Company) of at least $5,000,00010,000,000). Notwithstanding the foregoing, the Company will: (i) shall not be required to file any registration statement on behalf of any Holder within thirty (30) days six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable Securities be included; provided, however, that if a Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration (subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000 limitation set forth above) exercised by such Holder within six months of the effective date of such earlier registration statement. Within ten days after receipt of such written a request for a Demand Registration, the Company shall give written notice (the "Notice") of the proposed registration such request to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect Holders and shall include in such registration all Registrable Securities that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the "Requested Securities"). Thereafter, the Company may elect to include in such registration additional Shares to be issued by the Company. In such event for purposes only of Section 2.3 (other than the first sentence thereof) and not for purposes of any other provision or Section hereof (including, without limitation, filing post-effective amendmentsSection 3), appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act(a) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received shares to be issued by the Company within twenty in connection with a Demand Registration shall be deemed to be Registrable Securities and (20b) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is shall be deemed to be an underwritten offering and if a Holder thereof. All requests made pursuant to this Section 2.1 shall specify the underwriters have not limited the aggregate number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofregistered.

Request for Registration. If Subject to the Company provisions of Section 1.2(b) below, if at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Corporation, the Corporation shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company Corporation effect any registration with respect to such number any of shares having an their Registrable Securities in which the anticipated aggregate offering price of to the public is at least $5,000,000, 15,000,000 the Company Corporation will: (i) within thirty Within ten (3010) days of after the receipt of date such written request report is given, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to and in any event within sixty (60) days after the date such request is given by the Initiating Holders, effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company Corporation within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Corporation; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company Corporation shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A) In Within ninety (90) days of the effective date of any particular jurisdiction registration statement pertaining to securities of the Corporation (other than a registration of securities in which a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company would be required Corporation is actively employing in good faith all reasonable efforts to execute a general consent cause such registration statement to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actbecome effective; (B) After the Company Corporation has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 1.2, and such registrations which have been declared or ordered effective under the Securities Act; provided, however, that a registration pursuant to this Section 1.2 shall not be considered a registration for purposes of this Section 1.2, (i) unless and until such registration shall have become effective and pursuant to which securities have been sold and registrations which have been withdrawn by (x) in the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and wouldcase of a registration on Form S-1 (or any successor form), absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) until 180 days after the effective date ofthereof, and (y) in the Company’s initial public offering;case of a registration on Form S-3, until all Registrable Securities included in such registration shall have been actually sold, (ii) if the Holders withdraw their request at any time because such Holders (A) reasonably believed that the registration statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in light of the circumstances under which they were made) not misleading, (B) notified the Corporation of such fact and requested that the Corporation correct such alleged misstatement or omission, and (C) the Corporation has refused to correct such alleged misstatement or omission, or (iii) at least 50% of the Registrable Securities requested to be registered by the Holders are not included in a registration pursuant to this Section 1.2; or (DC) IfIf the Corporation shall furnish to such Initiating Holders a certificate, within thirty (30) days signed by the President and Chief Executive Officer of receipt the Corporation, stating that in the good faith judgment of any registration request, the Company furnishes Corporation’s Board of Directors it would be materially detrimental to the Holders a notice of the Company’s intent to file such Corporation and its owners for a registration statement to be filed in the near future because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar significant transaction involving the Corporation, (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then in each such case the Corporation’s obligation to register, qualify or comply under this Section 1.2 shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days from the date of such notice; or (E) If receipt of the written request from the Initiating Holders propose Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. Subject to dispose of shares of the foregoing clauses (A) through (C), the Corporation shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. If the Company shall receive from Initiating Holders Holders, at any time not earlier than six (6) months after the first to occur earlier of (i) one hundred eighty (180) days following the first date that the Company’s 's securities trade on a national securities exchange or list on a national automatic quotation system, or (ii) the initial public offering and (ii) July 31, 2016of the Company's securities, a written request that the Company effect any registration with respect to any portion of such number of shares having an aggregate offering price of at least $5,000,000Initiating Holders' Registrable Securities, then the Company will: (i) within thirty ten (3010) days of the receipt of such written request request, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, but in any event within seventy (70) days of such written request, file and thereafter use its commercially reasonable best efforts to effect such registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such the written notice from the Company referenced in clause (i) above is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.23.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a3.1 (a) (counting for these purposes only registrations which have been (1) declared or ordered effective and pursuant to which securities have been sold and registrations which have been or (2) withdrawn by the Holders and as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses3.3 hereof); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (EC) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 3.4 hereof. (D) During the period starting with the date forty five (45) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of a registration subject to Section 3.2 hereof; provided that the Company complies with Section 3.2, is actively employing in good faith reasonable efforts to cause such registration statement to become effective, and the Company delivers notice of such intent to the Initiating Holders within fifteen (15) days of the registration request; provided, further, that the Company shall not defer its registration obligations under this Agreement for more than an aggregate of Two Hundred Ten (210) days in any twelve (12) month period pursuant to this Section 3.1(a)(D) and/or Section 3.1(b).

Request for Registration. If In case the Company shall receive from ------------------------ Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such (1) at least twenty five percent (25%) of the issued and outstanding Registrable Securities or (2) not less than that number of shares having of Registrable Securities which would result in an anticipated aggregate offering price price, net of at least underwriting discounts and commissions, greater than five million dollars ($5,000,000), then, subject to the paragraph below, Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or deliveredCompany. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenabove, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.23.5: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Prior to the Company has initiated two earlier of (2i) such registrations pursuant to this Section 1.2(aDecember 1, 1999 or (ii) (counting for these purposes only registrations which have been declared or ordered six months after the effective and pursuant to which securities have been sold and registrations which have been withdrawn by date of the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)Company's first public offering; (C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filingfiling of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company’s initial public offeringCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) If, within thirty (30) days of receipt of any registration request, After the Company furnishes has effected two such registrations pursuant to the Holders a notice of the Company’s intent to file this Section 3.5(a), and such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; orregistrations have been declared or ordered effective; (E) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 3.5 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders propose Holders; provided that the Company may not exercise this deferral -------- ---- right more than once per twelve (12) month period. Subject to dispose of shares of the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable, after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders, and in any case no later than 120 days.

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000registration, qualification, or compliance, the Company will: (i) within thirty (30) days of the receipt of such written request give promptly deliver written notice of the proposed registration registration, qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration registration, qualification, or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestrequest (including, if applicable, a distribution of such Registrable Securities by way of dividend), 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 delivered to the Company within twenty (20) days after delivery of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 1.2: (A) Prior to one hundred eighty (180) days following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.2, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further, that such offering is an offering subject to Section 1.4 below; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders propose a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to dispose the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its commercially reasonable efforts to register, qualify, or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the delivery of shares of the written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (F) Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to a the request made under of the Initiating Holders may, subject to the provisions of Sections 1.2(c) and Section 1.5 1.12 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. If At any time after the earlier ------------------------ of (A) July 6, 2002 or (B) six months from and after the closing of the Company's IPO, if the Company shall receive receives from a Holder or Holders of Registrable Securities who own not less than 30% of the then outstanding Registrable Securities ("Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016Holders"), a written request that the Company effect any registration underwritten registration, qualification, or compliance with respect to Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000Initiating Holder or Initiating Holders, then the Company willshall: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification, or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after the date the Company mails such written notice from notice. Provided, however, that the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification, or compliance pursuant to this Section 1.21.5: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act: (B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (BC) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations 1.5 which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering;sold; or (D) IfIf the Company shall furnish to such Initiating 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 it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, within thirty (30) in which case the Company's obligation to use its reasonable efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once within any registration request12 month period. Subject to the foregoing clauses (A) through (D), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement covering the Registrable Securities so requested to be registered within: for a Qualified Public Offering within ninety (90) days any registration which is an IPO, 150 days, and, for any registration which is not an IPO, 60 days, in each case, after receipt of such notice; or (E) If the request or requests of the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofHolders.

Request for Registration. If In case the Company shall receive receives from Initiating either (a) the Purchaser or any of its Affiliates or (b) in the case of Registrable Securities Holders at that are not the Purchaser or any time of its Affiliates, Registrable Securities Holders who, in the aggregate, hold not earlier less than 10% of the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016Registrable Securities then outstanding, a written request (a “Demand Request”) that the Company effect any registration registration, qualification or compliance with respect to all or part of such number of shares having an Registrable Securities Holders’ Registrable Securities (such Registrable Securities Holders, the “Initiating Holders”), the reasonably anticipated aggregate offering price price, before underwriting discounts and commissions, of at least which would exceed $5,000,00050,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Registrable Securities Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, including appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Demand Request, together with all or such portion of the Registrable Securities of any Registrable Securities Holder or Registrable Securities Holders joining in such request the Demand Request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company; provided, however, that the Company is mailed or deliveredwill not be required to effect more than four (4) registrations pursuant to this Section 9.1 in any twelve (12) month period; provided, further, however, that any Synthetic Sales pursuant to Section 10 will not be taken into account for purposes of the foregoing limit. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenforegoing, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall will not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration9.1 if, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated within two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with Business Days of the date of filingthe Demand Request, the Company delivers to such Registrable Securities Holder a certificate signed by the President and ending on Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company or its stockholders for a date one hundred eighty (180) days after registration statement to be filed in the effective date ofnear future, in which case the Company’s initial public offering; obligation to use its commercially reasonable best efforts to register, qualify or comply under this Section 9.1 will be deferred for a period not to exceed forty-five (D45) Ifconsecutive days from the date of receipt of the Demand Request; provided, however, that the Company may not exercise this deferral right more than twice per twelve (12) month period. Subject to the foregoing, the Company will file a registration statement covering the Registrable Securities so requested to be registered within thirty (30) days of after receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofDemand Request.

Request for Registration. If the Company shall receive from Initiating Holders Holders, at any time or times not earlier than three months and not later than nine months after the first to occur end of (i) one hundred eighty (180) days following a fiscal year of the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to all or a part of the shares of the Common Stock issuable upon exchange of the Shares of any one or more of the Initiating Holders having a Market Value of not less than $2,000,000 on the business day preceding the date of such number of shares having an aggregate offering price of at least $5,000,000written request, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities shares of the Common Stock as are specified in such request, together with all or such portion of the Registrable Securities shares of common stock of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after mailing of such written notice from by the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.23: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;Act or applicable rules or regulations thereunder; or (B) After More than two times pursuant to requests hereunder in any consecutive 12 month period; or (C) Within 120 days of the effectiveness of a registration statement filed by the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected were entitled to bear register all or part of the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During shares of the period starting with the date Common Stock issuable upon exchange of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering;their Shares; or (D) If, If the Company informs the Initiating Holders that the Company intends to file a registration statement within thirty (30) 30 days of receipt the written request from the Initiating Holders pursuant to which the Holders will have the right to register all or part of any registration requestthe shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (A), (B), (C) and (D), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering within ninety (90) days covering shares of such notice; or (E) If the Common Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 Holders. The registration statement filed pursuant to a the request made under of the Initiating Holder may, subject to the provisions of Section 1.5 hereof3(b) below, include other securities of the Company which are being sold by the Company or which are held by officers or directors of the Company (other than the Holders) or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.

Request for Registration. If At the earlier of (i) the six month anniversary of the effective date of the Initial Public Offering, or (ii) the second anniversary of the date of this Agreement, the Initiating Holders may request registration in accordance with this Article 2. In the event the Company shall receive from the Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000Registrable Securities, the Company will: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance as soon as practicable (including, without limitation, filing undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 15 days after such the receipt of the written notice from the Company is mailed or delivered. Notwithstanding anything to described in Section 2.1(a); provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2Article 2: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During during the period starting with the date immediately preceding the Company’s anticipated date of filingfiling of, and ending on a the date one hundred eighty (180) 180 days after immediately following the effective date of, any registration statement pertaining to a firmly underwritten offering of securities of the Company for its own account (or such lesser period as the managing underwriters of such offering will allow); (iii) after the Company has effected four (4) such requested registrations pursuant to this Article 2 (not including registrations on Form S-3) on behalf of the Initiating Holders, with such registrations having been declared or ordered effective, and the Registrable Securities offered pursuant to each of such registrations having been sold, or if the Company has effected any requested registration (other than a registration for the Company’s initial public offering; Initial Public Offering) pursuant to this Agreement during the previous six-month period (D) If, within thirty (30) days of receipt of any registration request, or such shorter period as the Company furnishes to the Holders a notice managing underwriter of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticemost recent public offering will allow); or (Eiv) If if the Company then meets the eligibility requirements applicable to the use of Form S-3 in connection with such registration and is able to effect such requested registration pursuant to Article 4 hereof. (c) Subject to the foregoing clauses (i) through (iv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders propose to dispose a certificate signed by the Chairman or Chief Executive Officer of shares the Company stating that in the good faith judgment of the Board of Directors of the Company, the registration and distribution of the Registrable Securities which may covered or to be immediately registered on Form S-3 pursuant covered by such registration statement, or the disclosure required by such registration statement, would materially interfere with any pending material financing, acquisition or corporate reorganization, or other material corporate development involving the Company or its subsidiaries, or would require premature disclosure thereof, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days, but in no event for a period longer than 105 days after receipt of the request made of the Initiating Holders; and provided, further, that the Company shall not be permitted to exercise such deferral right under this Section 1.5 hereof2.1(c) or Section 4.1(c) hereof more than once in any 360-day period.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any a registration with respect to such number of shares having an aggregate offering price of at least $5,000,000Registrable Securities, the Company will: (i) within thirty ten (3010) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, subject to the limitations set below, use its commercially reasonable best efforts to effect all such registration registrations (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities as are specified in such request, 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 given within twenty thirty (2030) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 1.2:subsection 1.2(a): (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After after the Company has initiated two effected one (21) such registrations pursuant to this Section subsection 1.2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)effective; (C) During during the period starting with within the date sixty (60) days prior to the Company's good faith estimate of the date of filingfiling of, and ending on a date one hundred eighty ninety (18090) days after the effective date of, a Company-initiated registration; provided that the Company’s initial public offering;Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If if the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 1.4 hereof. Subject to the foregoing clauses (A) through (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors"), it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after the furnishing of such a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any period of twelve (12) consecutive months.

Request for Registration. If Beginning on the date which is -------------------------- immediately after the third anniversary of the date of this Agreement, Initiating Holders may request registration in accordance with this Article 3; provided, that such registration covers Registrable Securities representing 25% of the then total amount of the Registrable Securities; and further provided that OCP II and OCP III shall have the right to join in such request by Initiating Holders. In the event the Company shall receive from any one or more of the Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration such registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000Registrable Securities, the Company will: (ia) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance as soon as practicable (including, without limitation, filing undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 15 days after such the receipt of the written notice from the Company is mailed or delivered. Notwithstanding anything to described in Section 3.1(a); provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any -------- ------- action to effect, effect any such registration pursuant registration, qualification or compliance Pursuant to this Section 1.2Article 3: (Ai) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct ; (Bii) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date within one hundred and eighty (180) days after immediately following the effective date of, of any registration statement pertaining to a firm commitment underwritten offering of securities of the Company’s initial public offeringCompany for its own account; (Diii) Ifafter the Company has effected three (3) such requested registrations pursuant to this Article 3, each such registration has been declared or ordered effective, and the Registrable Securities offered pursuant to each such registration have been sold, or if the Company has effected any requested registration pursuant to this Agreement during the previous six-month period; (iv) if the Company, within thirty ten (3010) days of the receipt of the request of the Holder or Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of any such request (other than with respect to a registration requeststatement relating to a Rule 145 transaction or an offering solely to employees). (c) Subject to the foregoing clauses (i) through (iv), the Company furnishes shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders and provide notice to the other Holders as required by Section 3.1(a); provided, however, that if the Company shall furnish to such -------- ------- Holders a notice certificate signed by the Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company’s intent , it would be detrimental to file the Company and its stockholders for such a registration statement to be filed, the Company shall have the right to defer such filing for a Qualified Public Offering within ninety (90) period of not more than 180 days after receipt of such notice; or (E) If the request of the Initiating Holders propose Holders; provided, further, that the Company shall not be -------- ------- permitted to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made exercise such deferral right under this Section 1.5 hereof3.1(c) more than once in any 365-day period.

Request for Registration. If In the event that the Company shall receive receives a written request from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number firmly underwritten registration, qualification or compliance under the Securities Act of shares Registrable Securities having an aggregate anticipated offering price to the public in excess of at least Twenty Million Dollars ($5,000,00020,000,000), then the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the preparation of a registration statement and prospectus complying with the requirements of the Securities Act, and the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, 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 given within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 1.22.1: (A) In at any time prior to the earlier of (i) three (3) years following the date of this Agreement or (ii) six (6) months following the effective date of the registration statement under the Securities Act for a Qualified IPO; or (B) if within ten (10) days after the receipt of the written request from Initiating Holders, the Company provides written notice to the Holders of the Company’s good faith intention to commence a Qualified IPO within the next ninety (90) days; provided, however, that this subsection (B) shall only be used one (1) time by the Company; or (C) after the Company has effected two (2) such registrations pursuant to this Section 2.1 and both such registrations have been declared or ordered effective and not withdrawn by the Company with the approval of the Initiating Holder; or (D) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; . Subject to the foregoing clauses (BA) After through (D), the Company has initiated two shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within seventy-five (275) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn holders a certificate signed by the Holders as president of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to which the Holders have not elected Company and its stockholders for such registration statement to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with be filed at the date filing would be required and it is therefore essential to defer the filing of filingsuch registration statement, and ending on a date one hundred eighty the Company shall have an additional period of not more than sixty (18060) days after the effective date of, expiration of the Company’s initial public offering; (D) If, 75-day period within thirty (30) days of receipt of any which to file such registration requeststatement. Notwithstanding the above, the Company furnishes may not exercise its right to the Holders a notice of the Company’s intent to file such a defer registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofmore than once in any 12-month period.

Request for Registration. If If, at any time following six months after the Company’s IPO, the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having their outstanding Registrable Securities for an anticipated aggregate offering price of at least equal to or exceeding $5,000,00010,000,000, the Company will: (i) give written notice within thirty ten (3010) business days of the receipt of such written request give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state applicable securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.22.5: (A1) In any particular non-U.S. jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) In any jurisdiction other than (A) the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities, or (B) if the Initiating Holders are precluded from exercising their rights under Section 2.5 by reason of Section 2.5(a)(ii)(6), the United States; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (ii) such registration is subject to the piggyback registration rights of the Holders under Section 2.6.; (4) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 2.5(a), and such registrations which have been declared or ordered effective and pursuant to which securities (which, for the avoidance of doubt, shall mean that the registrations shall have been sold and registrations which continuously effective for thirty (30) calendar days, or until all Registrable Securities covered thereby have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and wouldsold, absent such election, have been required to bear such expenseswhichever earlier); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E5) If the Initiating Holders propose to may dispose of shares of Registrable Securities which may be immediately registered pursuant to a registration statement on Form S-3 F-3 pursuant to a request made under Section 1.5 2.7 hereof; (6) In the event the Initiating Holders have requested a registration to be effected in a jurisdiction other than the United States, to the extent the Board of Directors determines in good faith in its sole discretion that such registration would impose materially more burdensome or costly obligations on the part of the Company as compared to those to which the Company would be subject if the request was for a registration to be effected in the United States; or (7) If (i) the Initiating Holders have indicated in the request for registration that they intend that the Registrable Securities covered by such request be distributed by means of an underwriting and (ii) the Company and the Initiating Holders are unable to obtain the commitment of an underwriter selected by the Company (subject to the reasonable approval of a majority in interest of the Initiating Holders) to underwrite the offering.

Request for Registration. If Subject to the Company shall receive from Initiating provisions contained in this Section 2, beginning on the day after the Closing Date, one or more Holders at any time not earlier of more than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of at least $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion 5% of the Registrable Securities Stock then outstanding (each, a “Requesting Holder”) may, from time to time, request in writing (a “Demand Request”) that First Avenue effect the registration under the 1933 Act of any Holder or Holders joining in such request as are a specified in a written request received number of Registrable Stock held by the Company within twenty (20) days after such written notice from Requesting Holders, specifying the Company is mailed or delivered. Notwithstanding anything intended method of distribution thereof if other than pursuant to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities (a “Demand Registration”); provided, however, that First Avenue will in no event be required to effect more than three (3) Demand Registrations in total; provided, further, that First Avenue will in no event be underwritten, the Company shall be entitled, at its election, required to join effect more than one (1) Demand Registration in any such registration with respect to securities to be offered by it or any other party. The Company shall 12-month period; provided, further, that First Avenue will not be obligated to effect, or to take any action to effecteffect any Demand Registration within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of equity securities of First Avenue for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan). Subject to Section 4 below, upon receipt of a Demand Request, First Avenue will cause to be included in a registration statement on an appropriate form under the 1933 Act, filed with the SEC as promptly as reasonably practicable but in any event not later than 90 days after receiving a Demand Request, such Registrable Stock as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Stock of the same class as requested by Joining Holders (as defined below) joining in such request pursuant to Section 2(b) hereof. First Avenue shall use its reasonable efforts to cause any such registration pursuant statement to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required declared effective by the Securities Act; (B) After the Company has initiated two (2) SEC as promptly as practicable after such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have filing but in any event not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with later than 150 days following the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofDemand Request.

Request for Registration. If the Company shall receive from an Initiating Holders Holder at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, or times a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(a)(1) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.22: (A) A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) B. After the Company has initiated two effected three (23) such registrations pursuant to this Section 1.2(a2 requested by Initiating Holders described in clause (i) of the definition thereof and two (counting for these purposes only 2) such registrations which requested by Initiating Holders described in clause (ii) of the definition thereof, and such registrations have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)closed; (Ci) During In the period starting with case of any registration requested by Initiating Holders described in clause (i) of the date definition thereof, if the Registrable Securities requested by all Holders to be registered pursuant to such request do not have, in the good faith judgment of filing, and ending on a date one hundred eighty (180) days after the effective date of, Board of Directors of the Company’s initial , an anticipated aggregate public offeringoffering price (before any underwriting discounts and commissions) of at least $5,000,000 (or $10,000,000 if such requested registration is the Initial Public Offering) and, as to the Initial Public Offering, if the request is not made by Holders who in the aggregate hold at least sixty-five percent (65%) of the Registrable Securities; (Dii) IfIn the case of any registration requested by Initiating Holders described in clause (ii) of the definition thereof, the Registrable Securities requested by such Initiating Holders to be registered do not constitute at least 15% of the Common Stock issued or issuable upon conversion of the Series III Preferred Stock or do not have, in the good faith judgment of the Board of Directors of the Company, an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $5,000,000 (or $10,000,000 if such requested registration is in the Initial Public Offering); or D. If at the time of any request to register Registrable Securities pursuant to this Section 2, the Company is engaged or has fixed plans to engage within thirty (30) days of receipt the time of the request in a registered public offering as to which the Holders may include Registrable Securities pursuant to Section 3 or is engaged in any financing, acquisition or other material transaction which, in the good faith determination of the Board of Directors of the Company, 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 the shortest reasonable period of time not in excess of 120 days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any one-year period. In any such event, the Company furnishes shall promptly give the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of the Registration Statement, the Holders who made the request for registration shall have the right to withdraw the request for registration by giving written notice to the Holders a Company within thirty (30) days after receipt of the notice of postponement. The Registration Statement filed pursuant to the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days request of such notice; or (E) If any of the Initiating Holders propose may, subject to dispose the provisions of shares Section 2(b) below, include other securities of Registrable Securities the Company or which may are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, provided that such Persons shall be immediately registered on Form S-3 pursuant subject to the provisions of Section 2(b) below. The Initiating Holders that made the registration request may, at any time prior to the effective date of the Registration Statement relating to such registration revoke such request, without liability to any other party, by providing a request made under Section 1.5 hereofwritten notice to the Company revoking such request.

Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the first to occur earlier of (i) one hundred eighty (180) days following the Company’s initial public offering and January 1, 1998 or (ii) July 31, 2016six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect any a registration with respect to such number all or a part of shares the Registrable Securities having an a reasonably anticipated aggregate offering price price, net of at least underwriting discounts and commissions, that exceeds $5,000,00012,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, laws and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other partyeffective. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);effective; or (C) During the period starting with the date of filing, filing of and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any a registration request, pursuant to Section 1.3 hereof; provided that the Company furnishes is actively employing in good faith all reasonable efforts to the Holders a notice of the Company’s intent to file cause such a registration statement for a Qualified Public Offering within ninety (90) days of such noticeto become effective; or (ED) If the Initiating Holders propose to dispose of shares of Registrable Securities which that may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.

Request for Registration. If In case the Company shall receive from Preferred Initiating Holders at any time not earlier than the first to occur of Holders, GE Capital or Shamrock (ieach herein “Initiating Holders”) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such (1) in the case of a request from Preferred Initiating Holders, not less than 33% of the aggregate Registrable Securities then outstanding (or a lesser number of shares having an if the anticipated aggregate offering price of at least the Registrable Securities proposed to be issued (before deduction of underwriting discounts and expenses of sale) would exceed $10,000,000) or (2) in the case of a request from GE Capital or Shamrock not less than 10% of the aggregate Series E Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of the Registrable Securities proposed to be issued (before deduction of underwriting discounts and expenses of sale) would exceed $5,000,000, ) the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all Holders and other Holdersholders of registration rights; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Holders, or other securities of any holder or holders entitled to registration rights, as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2:2.1(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Prior to the earlier of (i) August 14, 2002 and (ii) six months after the closing of the Company’s initial firm commitment public offering; (C) If the Company, within fifteen (15) days of a request from Initiating Holders, gives notice of its intention to file a registration statement with the Commission within sixty (60) days of the date of such notice, during the period commencing on the date such notice is given and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) the period referred to herein during which the Company may defer a registration requested hereunder may not exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this paragraph (C), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (C) at any time prior to six (6) months following termination of such Deferral Period; (D) With respect to requests from Preferred Initiating Holders, after the Company has initiated effected at the request of Preferred Initiating Holders three (3) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (E) With respect to requests from Shamrock, the Company has effected at the request of Shamrock two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 2.1(a), and such registrations which have been declared or ordered effective and effective; (F) With respect to requests from GE Capital, the Company has effected at the request of GE Capital one (1) registration pursuant to this Section 2.1(a) and such registration has been declared or ordered effective; or, (G) If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which securities case the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 may be deferred, but not more than twice in any twelve-month period, for a period not to exceed sixty (60) days per deferral. Subject to the foregoing paragraphs (A) through (G), the Company 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 for registration by the Initiating Holders. A registration requested pursuant to this Section 2.1 shall not be deemed to have been sold effected for purposes of Section 2.1(a)(ii)(D), (E) and registrations which (F) (as applicable), (1) if the registration statement does not remain effective until such time as all of the Registrable Securities covered by such registration statement have been withdrawn disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration unless such Registrable Securities are not disposed of by reason of some act or omission by the Holders of Registrable Securities covered by such Registration Statement, (2) if, after it has become effective, but before all of the Registrable Securities included in such registration have been sold, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities that were to have been registered for any reason not attributable to the actions or omissions of the holders of such Registrable Securities or (3) if the conditions to closing specified in a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of Registrable Securities covered by such registration statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(E) and (F) (as to which applicable) if more than fifty percent (50%) of the Holders have not elected to bear Registrable Securities initially requested by Shamrock or GE Capital, as the Registration Expenses case may be, for inclusion in such registration statement are excluded by the managing underwriter pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C2.1(b) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number shares of shares having Registrable Securities with an expected aggregate offering price to the public of at least $5,000,00010,000,000, the Company will: will (i1) within thirty (30) ten days of the receipt by the Company of such written request notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicablepracticable (but within 120 days after receipt of the request of the Initiating Holders), use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2:2.2(a): (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) After Prior to six months after the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by date of the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)Company’s first registered public offering of its securities; (Ciii) During the period starting with the date 60 days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty (180) days after six months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s initial first registered public offeringoffering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (Div) IfAfter the Company has effected two registrations pursuant to this Section 2.2(a), within thirty which registrations have been declared or ordered effective; (30v) If the Company shall furnish to such 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 detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 120 days from the date of receipt of any registration requestwritten request from the Initiating Holders; provided, however, that the Company furnishes to the Holders a notice of the Company’s intent to file shall not exercise such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofright more than once in any twelve-month period.

Request for Registration. If at any time beginning at the earlier ------------------------ of (i) six months after the closing of a public offering by the Company of its Common Stock pursuant to a registration statement under the Securities Act and (ii) the fourth anniversary of the date of this Agreement, the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any a registration with respect to Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000, Initiating Holders the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of requested to be registered by the Initiating Holders and by any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) 30 days after receipt of such written notice from the Company is mailed or deliveredCompany. Notwithstanding anything In the event that holders of a majority of the outstanding Registrable Securities elect to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited limit the number of Registrable Securities to be underwrittenregistered, the number of shares that are included in the registration shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each Holder at the time of the filing of the registration statement. The Company shall file a registration statement covering the Registrable Securities to be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders (in the event of an underwritten offering) a certificate signed by the representatives of the underwriters of the offering to which such registration statement relates, to the effect that market conditions are such that a delay in the filing of such registration statement is advisable (or, in the event of a non-underwritten offering, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company a delay in filing such registration statement is necessary in order to avoid a serious detriment to the Company), the Company shall be entitledhave the right, at its electionexercisable on only one occasion in any twelve month period, to join in any defer such registration with respect to securities to be offered by it or any other partyfiling for a period of not more than 120 days after receipt of the request of the Initiating Holders. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After 5 after the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 5 and such registrations which have been declared or ordered effective and by the Commission. Any registration statement filed pursuant to which this Section 5(a) may, subject to the provisions of Section 5(b) below, include securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to being sold for the Holders a notice account of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.

Request for Registration. If If, at any time after November 10, 2000, the Company shall receive from Initiating the Requisite Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any the registration with respect to under the Securities Act of the resale of Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000Requisite Holders (a "Demand Registration"), then the Company willshall: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and; (ii) use its best efforts to effect, as soon as practicable, use its commercially reasonable efforts to effect such the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate Act of the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestwhich the Company has been so requested to register, 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 twenty (20) 20 days after the Company mails such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if in accordance with the registration requested is procedures set forth in Section 6 hereof and to be an underwritten offering and if keep effective for 120 days after the underwriters have not limited effective date; provided, however, that the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.2under the Securities Act: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After after the Company has initiated two (2) effected three such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations 2 which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticesold; or (EB) If less than the Initiating Holders propose Requisite Securities are requested to dispose be included in the registration. (iii) the Holder shall be entitled to make a request for one shelf registration pursuant to Rule 415 of shares the Securities Act, which request may be for a shelf registration of not more than 12 month duration. This shall count as one Demand Registration under Section 2(a)(ii)(A). Subject to the foregoing clauses 2(a)(ii)(A), 2(a)(ii)(B) and 2(a)(iii) the Company shall file a registration statement covering the Registrable Securities which so requested to be registered as soon as practicable, and in any event within 90 days, after receipt of the request or requests of the Requisite Holders; provided, however, that if the Company shall within five days of such demand furnish to such Holder a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be detrimental to the Company or its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a reasonable period not to exceed 90 days from receipt of such Holder's request. The Company's right to delay such registration as set forth in the previous sentence may only be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofexercised one time during any twelve month period.

Request for Registration. If the Company shall receive from an Initiating Holders Holder, at any time not earlier than after the first Effective Date, subject to occur of Section (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 312)(j), 2016if applicable, a written request that the Company effect any registration with respect to such number more than 30% of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, but in no event prior to the time permitted under the Initial Underwriting Agreement, use its commercially reasonable diligent best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 2(a)(i)(1) above; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities the sales of such Registrable Securities shall have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000; (D) During the period starting with the date forty-five (45) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty ninety (18090) days after (or in the case of the offering contemplated by the Initial Public Offering, such period of time as provided in the Initial Underwriting Agreement) immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, or a registration on any registration form (including Form S-4) which does not permit secondary sales, with respect to an employee benefit plan or with respect to the Company’s initial first registered public offering; (D) If, within thirty (30) days offering of receipt of any registration request, its stock); provided that the Company furnishes is actively employing in good faith all reasonable efforts to the Holders a notice of the Company’s intent to file cause such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; orto become effective; (E) If the Company shall furnish to the Initiating Holders propose a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to dispose the Company or its stockholders for a registration statement to be filed or securities to be offered, in which case the Company’s obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed sixty (60) days from the date of shares receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities which to its stockholders, partners, members or holders of other beneficial or equity interests, the registration shall provide for the resale by such Persons, if requested by such Holder. The registration rights set forth in this Section 2 may be immediately registered on Form S-3 pursuant assigned, in whole or in part, by an Initial Holder or any of its Affiliates to a request made under Section 1.5 hereofany transferee of Registrable Securities (who shall agree to be bound by all obligations of this Agreement), but may not be assigned, without the written consent of the Company in its sole discretion, by any person who is not an Initial Holder or any Affiliate of an Initial Holder.

Request for Registration. (a) If the Company shall receive receives from Initiating a Holder or Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any a registration with respect to shares of Registrable Securities held by such number of shares Holder or Holders having an aggregate offering price to the public (net of underwriters' discounts and commissions) of at least $5,000,000500,000 or with respect to at least 300,000 Purchased Shares, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) , as soon as practicable, use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request, 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 twenty . (20b) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenSection 2(a), the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect or complete any such registration pursuant to this Section 1.22: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (Ci) During the period starting with the date ninety (90) days prior to the Company's estimated date of filingfiling of, and ending on a the date one hundred eighty sixty (18060) days after immediately following the effective date of, any registration statement pertaining to securities of the Company’s initial public offering; Company (D) Ifother than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided, that the Company gives notice of its intention to file such registration statement to the Purchaser within thirty (30) days of receipt of any its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration requeststatement to become effective; however, the Company furnishes to the Holders may not delay a notice of requested registration under this paragraph if the Company’s intent to file such a 's registration statement for a Qualified Public Offering within ninety (90) days will include no equity securities or securities convertible into equity securities and the requested registration will not be part of such noticean underwritten public offering; or (Eii) After the Company has effected two registrations pursuant to this Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such three registration limit; (iii) If the Initiating Holder requesting registration is able to sell all of such holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act or (iv) If the Company shall furnish to the Holder or Holders propose requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to dispose the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and the number of shares of Registrable Securities which that may be immediately included in the registration and underwriting shall be limited to such amount; provided, however, that in the event of such limitation on the number of shares to be underwritten, no securities to be registered on Form S-3 pursuant for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to a request made under Section 1.5 hereofbe included in such underwriting are so included.

Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Preferred Holder a written request that the Company effect any a registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty ten (3010) days of the receipt of such written request thereof, give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.22.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Actjurisdiction; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 2.4 hereof and would, absent except in the event that such election, have been required withdrawal is based upon material adverse information relating to bear such expensesthe Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 2.1); (C) The Company shall not be obligated to effect any such registration within ninety (90) days of the effective date of a previous registration; or (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, the a Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, -initiated registration; provided that the Company furnishes is actively employing all commercially reasonable efforts to the Holders a notice of the Company’s intent to file cause such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofbecome effective.

Request for Registration. If the Company shall receive from Initiating Holders at At any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31time, 2016, each Holder may make a written request that per 12-month period (specifying the Company effect any intended method of disposition) for registration under the Securities Act (each, a “Demand Registration”) of all or part of such Holder’s Registrable Securities (but such part, together with respect to such the number of shares having securities requested by other Holders to be included in such Demand Registration pursuant to this Section 2.1, shall have an aggregate offering estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the Company) of at least $5,000,00010,000,000). Notwithstanding the foregoing, the Company will: (i) shall not be required to file any registration statement on behalf of any Holder within thirty (30) days six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable Securities be included; provided, however, that if a Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration (subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000 limitation set forth above) exercised by such Holder within six months of the effective date of such earlier registration statement. Within ten days after receipt of such written a request for a Demand Registration, the Company shall give written notice (the “Notice”) of the proposed registration such request to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to effect Holders and shall include in such registration all Registrable Securities that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the “Requested Securities”). Thereafter, the Company may elect to include in such registration additional Shares to be issued by the Company. In such event for purposes only of Section 2.3 (other than the first sentence thereof) and not for purposes of any other provision or Section hereof (including, without limitation, filing post-effective amendmentsSection 3), appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act(a) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received shares to be issued by the Company within twenty in connection with a Demand Registration shall be deemed to be Registrable Securities and (20b) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is shall be deemed to be an underwritten offering and if a Holder thereof. All requests made pursuant to this Section 2.1 shall specify the underwriters have not limited the aggregate number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofregistered.

Request for Registration. (a) If the Company shall receive from Initiating Holders at any time not earlier than after the first to occur issuance of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016Registrable Securities, a written request from the Investor that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities, then the Company shall use all commercially reasonable best efforts to effect a resale registration statement under the Securities Act covering all resale of all Registrable Securities, subject to any limitations as contained in SEC Guidance, within 60 days of the request. Notwithstanding the foregoing, for such request to be valid, it must be accompanied by the Selling Stockholder Questionnaire. (b) Notwithstanding the registration with respect to such number obligations set forth in Section 1.2(a), if the Commission informs the Company that all of shares having an aggregate the Registrable Securities cannot, as a result of the application of Rule 415 or SEC Guidance, be registered for resale as a secondary offering price of at least $5,000,000on a single registration statement, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration agrees to all other Holders; and (ii) as soon as practicable, promptly inform Investor thereof and use its commercially reasonable best efforts to effect such file amendments to the initial registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and statement as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received required by the Company within twenty (20) days after such written notice from Commission, covering the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the maximum number of Registrable Securities permitted to be underwrittenregistered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be entitledobligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, at including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding the foregoing, if the Company shall furnish to Investor a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its electionstockholders for such registration statement to be filed, the Company shall have the right to join defer such filing for a period of not more than 90 days after receipt of the request; provided, however, that the Company may not utilize this right more than once in any such registration with respect to twelve-month period, and provided, further, that the Company shall not register any securities to be offered by it for the account of itself or any other party. The stockholder during such 90-day period (other than in a registration relating solely to the sale of securities of participants in a Company shall not be obligated stock plan, a registration relating to effecta corporate reorganization or transaction under Rule 145 of the Securities Act, or to take a registration on any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which form that does not include substantially the Company same information as would be required to execute a general consent to service of process be included in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If covering the Initiating Holders propose to dispose of shares sale of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofSecurities).

Request for Registration. If If, at any time after the first anniversary of the execution of this Agreement, the Company shall receive from an Initiating Holder or Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any file a registration with respect to such number statement under the Securities Act covering all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty promptly (30but in any event with fifteen (15) days of the receipt of receiving such written request request) give written notice of the proposed registration to all other HoldersHolders and all other security holders of the Company that possess registration rights granted by the Company; and (ii) as soon as practicable, use its commercially reasonable efforts to effect such file and thereafter cause to become effective, the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities ActAct of all Registrable Securities that the Company was requested to register pursuant to Section 2(a) and of this Agreement such as would permit or facilitate the sale and distribution of all or any such portion of such Registrable Securities as are specified in such request, together with all or any 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 twenty (20) 20 days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number such other security holders of Registrable Securities to be underwritten, the Company shall be entitledthat possess registration rights granted by the Company, at its electionas contemplated by Section 2(a)(i); provided, to join in any such registration with respect to securities to be offered by it or any other party. The however, that the Company shall not be obligated to effect, or to take any action to effect, effect any such registration pursuant to this Section 1.22: (A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After prior to 60 days immediately following the effective date of any other registration statement pertaining to securities of the Company has initiated two (2) such registrations other than a registration of securities pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared Rule 145 promulgated under the Securities Act or ordered effective and pursuant with respect to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expensesan employee benefit plan);; or (C) During during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, the a Company’s initial public offering; (D) If, within thirty (30) days of receipt of -initiated registration pursuant to Section 3 hereof; provided that at all times during any registration requestsuch period, the Company furnishes is actively employing in good faith all commercially reasonable efforts to the Holders a notice of the Company’s intent to file cause such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofbecome effective.

Request for Registration. (a) If the Company shall receive receives from Initiating the Requisite Holders at any time not earlier than on or after the first to occur date that is six (6) months after the date of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016this Agreement, a written request that the Company effect any the registration with respect under the Securities Act of all or a portion of the Registrable Securities (subject to such number of shares having an aggregate offering price of at least $5,000,000the limitations set forth herein) held by the Requisite Holders, the Company will: (i) within thirty (30) days of the receipt of such written request shall promptly give written notice Notice of the proposed registration to all other Holders; and (ii) . The Company shall thereupon, as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and Act as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request (the “Additional 3.01 Holders”) as are specified in a written request received by the Company within twenty thirty (2030) days after such written notice Notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained hereinforegoing, if the registration requested is Company furnishes to the Requisite Holders a certified resolution of the board of managers of the Company stating that in its good faith judgment after due consideration, it would be seriously detrimental (a “Disadvantageous Condition”) to the Company for such a Registration Statement to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities maintained effective, or to be underwrittenfiled and become effective in the near future, and that is it is therefore essential to defer the filing of such registration statement, the Company shall be entitled, at its election, entitled to join in any cause such registration with respect to securities Registration Statement to be offered by it or any other party. The Company withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall not be obligated entitled to effect, or to take any action to effect, any defer such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already filing subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of limitation set forth below. Upon receipt of any registration requestcertification of a Disadvantageous Condition, the Company furnishes to the such Requisite Holders a notice shall, if applicable, forthwith discontinue use of the Company’s intent to file prospectus contained in such a registration statement Registration Statement. Neither the filing nor the effectiveness of any such Registration Statement may be delayed for a Qualified Public Offering within period in excess of ninety (90) days after receipt of the request of the Requisite Holders, and the Company may exercise its delay rights on only one occasion in connection with any registration request under this Section 3.01(a) or in any twelve-month period. If requested by Requisite Holders, the Company shall, if any Registration Statement shall have been withdrawn, at such notice; time as it is possible or (E) If , if later, at the Initiating Holders propose to dispose end of shares of the 90-day period following such withdrawal, file a new Registration Statement covering the Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made that were covered by such withdrawn registration and maintain the effectiveness thereof for such time as is required under Section 1.5 hereofthis Agreement.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such number of shares having an aggregate offering price of at least $5,000,000fifty percent (50%) of the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, prepare and file with the Commission a registration statement with respect to such security and use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; Provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.25.1: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After Following notice to the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn Holders by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and wouldCompany, absent such election, have been required to bear such expenses); (C) During during the period starting with the date sixty (60) days prior to the Company's estimated date of filingfiling of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company’s initial public offeringCompany (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (C) After the Company has effected one such registration pursuant to this subparagraph 5.1(a), and such registrations have been declared or ordered effective; (D) If, within thirty (30) days of receipt of any registration request, If the Company furnishes shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the managing underwriter it would be seriously detrimental to the Holders a notice of the Company’s intent to file such Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days from the date of such noticereceipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period; or (E) If such registration, qualification or compliance is not proposed to be part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Company. Subject to the foregoing clauses (A) through (E), the Company 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 of the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofHolders.

Request for Registration. If the Company shall receive from an eToys Initiating Holders Holder or a Wyndcrest Initiating Holder (subject to Section 3(a)(i) hereof), at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016time, a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the eToys Registrable Securities or the Wyndcrest Registrable Securities, as applicable, the Company will: (i1) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification and other compliance under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities Act) and take such further actions (including, without limitation, undertaking a “road show” and other customary marketing efforts) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything given under Section 2(a)(i)(1) above, subject to Section 3(a)(i) hereof; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:2(a): (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, registration (or related state-law qualification or other compliance), unless the Company is already (or is required to be) subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder; (B) After the Company has initiated effected (x) with respect to the eToys Holders, three (3) such registrations at the request of the eToys Holders or (y) with respect to the Wyndcrest Holders, two (2) such registrations at the request of the Wyndcrest Holders, in each case, pursuant to this Section 1.2(a) (counting for these purposes only 2(a), and such registrations which have been declared or ordered effective and pursuant to which securities the sales of the Registrable Securities included in such registration shall have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)closed; (C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $2,000,000; provided, however, that the foregoing limitation shall not apply to the last registration effected by the Company at the request of each of the eToys Holders or the Wyndcrest Holders; (D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a the date one hundred eighty six (1806) days after months immediately following the effective date of, any registration statement pertaining to securities of the Company’s initial public offering; Company (Dother than a registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) Iffor a period of not more than sixty (60) days, within thirty (30) days of receipt if a filing of any other such registration requeststatement is not made within that period, and the Company furnishes to may only exercise this right once in any twelve (12)-month period; and, provided further, that the Holders a notice Company shall not register any securities for the account of any other stockholder of the Company’s intent to file such Company (other than a registration statement for of securities in a Qualified Public Offering within ninety Rule 145 transaction under the Securities Act or with respect to an employee benefit plan) during such sixty (9060) days of such noticeday period; or (E) If the Company shall furnish to the eToys Initiating Holders propose or the Wyndcrest Initiating Holders, as applicable, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to dispose the Company and its stockholders for a registration statement to be filed in the near future, because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (ii) require premature disclosure of shares material information that the Company has a bona fide business purpose for treating as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, then the Company’s obligation to use its reasonable best efforts to comply with this Section 2(a) shall be deferred for a period not to exceed sixty (60) days from the date of its receipt of the written request from such Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to this Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Initiating Holder requests a registration pursuant to this Section 2(a)(i) in connection with a distribution of Registrable Securities which to its partners or members, the registration shall provide for the resale by such partners or members, if requested by such Initiating Holder. The registration rights set forth in this Section 2 may be immediately registered on Form S-3 pursuant assigned, in whole or in part, to a request made under Section 1.5 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. If As long as the Investor purchases all 3,211,453 shares of Series A Preferred by the Second Closing Date after satisfaction by the Company shall receive from Initiating Holders of all of the conditions to such Second Closing Date, as set forth in the Series A Agreement, if at any time not after the earlier than the first to occur of (i) one hundred eighty (180) days six months following the Company’s 's initial public offering and the date which is three years from the Closing Date, Initiating Holders request (iiin writing) July 31, 2016, a written request that the Company effect any registration with respect to such number of shares having an aggregate offering price of file a Registration Statement for at least 50% (or in the event of an underwritten offering such lesser percentage as may result from any underwriter cutback pursuant to Section 1.2(b) hereof) of the then outstanding Registrable Securities, provided that the reasonably anticipated aggregate proceeds in a public offering would exceed $5,000,00025.0 million if such offering would constitute the initial public offering by the Company and $7.5 million in all other cases (prior to Selling Expenses), the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable efforts to and in any event within sixty (60) days of the receipt of such written request, effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) During the one hundred eighty (180) day period following the effective date of the first public offering of the Common Stock (or other securities) of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "Initial Public Offering"); (3) If the Company shall deliver notice to the holders of the Registrable Securities within thirty (30) days of any registration request of its good faith intent to file a registration statement for the Initial Public Offering within ninety (90) days, together with evidence reasonably satisfactory to the holders of the Registrable Securities, that an underwriter has been engaged in connection with such Initial Public Offering; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (4) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(asubparagraph 1.2 (a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant the Company has otherwise complied with its obligations under Section 1.5 hereof with respect to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses)registrations; (C5) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, If the Company furnishes shall furnish to the such Holders a notice certificate, signed by the President of the Company’s intent , stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to file such the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a Qualified Public Offering within period not to exceed ninety (90) days from the date of such notice; or (E) If receipt of written request from the Initiating Holders propose Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. Subject to dispose of shares of the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Initiating Holders.

Request for Registration. (i) If the Company shall receive from an Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Holder a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (iA) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (iiB) as soon as practicable, use its commercially reasonable diligent best efforts to effect such registration in the jurisdictions of Brazil or the United States or any other jurisdiction which may be accessed by the Company (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, Securities Laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after such written notice from the Company is mailed or delivered. Notwithstanding anything to given under Section 1.2(a)(A); provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:1.2(a): (Ax) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActLaws; (By) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 1.2 and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days sales of such noticeRegistrable Securities shall have closed; or (Ez) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $15,000,000 (or $30,000,000 if such requested registration is the initial public offering). The registration statement filed pursuant to the request of an Initiating Holders propose Holder may, subject to dispose the provisions of shares Section 1.2(b) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Holders"), subject to the terms of this Agreement. The registration rights set forth in this Section 1 shall be assignable, in whole or in part, to any transferee of Registrable Securities which may (who shall be immediately registered on Form S-3 pursuant to a request made under bound by all obligations of this Section 1.5 hereof1).

Request for Registration. If the Company shall receive from ------------------------ Initiating Holders at any time or times not earlier than the first to occur earlier of (i) one hundred eighty (180) days following the Company’s initial public offering and June 1, 2003 or (ii) July 31, 2016six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request that the Company effect any registration with respect to such number all or a part of shares the Registrable Securities having an aggregate offering price price, net of at least underwriting discounts and expenses, the aggregate gross proceeds of which (prior to deduction for underwriter's discounts and expenses related to the issuance) exceed $5,000,000, 10,000,000 the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);; provided, however, that if at the time of such withdrawal, the Investors have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Investors at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Investors shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2. (C) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of filingthe date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that (i) the Company’s Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and (ii) that such initial public offeringdelay of registration relating to a request of Initiating Holders pursuant to Section 1.2 shall be deemed the one time delay allowed per demand registration as set forth in Section 1.2(b); (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereof.;

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form S-3 or any successor form) with respect to such number of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company willshall: (i) within thirty ten (3010) business days of the after receipt of such written request thereof, promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially all reasonable efforts to effect as soon as practicable such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration underwritten registration, qualification or compliance pursuant to this Section 1.21.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such underwritten registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant Prior to this Section 1.2(athe earlier of (i) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) 180 days after the effective date of, following the Company’s initial public offeringoffering or (ii) March 30, 2009; (D3) IfIf the Initiating Holders, within thirty (30) days of receipt together with the holders of any registration request, other securities of the Company furnishes entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90issuance) days of such notice; orare less than $15,000,000; (E4) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.7 hereof; (5) If the Company delivers notice to the Holders within thirty (30) days of any request for registration under this Section 1.5 hereofof its intent to file a registration statement for the Company’s initial public offering within forty-five (45) days; (6) Within twelve (12) months of the Company effecting a registration pursuant to this Section 1.5; (7) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (8) After the Company has effected two (2) such registrations pursuant to this subparagraph 1.5(a), such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (9) If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that, in the good faith judgment of the Board of Directors, duly advised by counsel, it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use all reasonable efforts to register, qualify or comply under this Section 1.5 shall be deferred one or more times for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period and the Company may not register shares for its account or for the account of any other party during such 90-day period. Subject to the foregoing clauses (1) through (9), the Company 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 of the Initiating Holders.

Request for Registration. If In case the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration registration, qualification or compliance with respect to such at least 10% of the aggregate number of shares having an Registrable Securities then outstanding, provided that the anticipated aggregate offering price of at least such registration, qualification or compliance, net of standard underwriting discounts, would exceed $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, 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 given within twenty (20) 30 days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effecteffect such registration, any such registration qualification or compliance pursuant to this Section 1.21.3: (Aa) In at any time prior to the earlier of February 16, 2002 or six (6) months after the Company's Initial Offering; (b) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;; or (Bc) After after the Company has initiated two effected four (24) such registrations pursuant to this Section 1.2(a) (counting for these purposes only 1.3.1 and such registrations which have been declared or ordered effective and pursuant effective. Subject to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expensesforegoing clauses (a) through (c); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within 90 days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such holders within ten (D) If, within thirty (3010) days of its receipt of any the request for registration requesta 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 and its shareholders for such registration to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company furnishes shall have the right to defer the Holders a notice of the Company’s intent to file such a registration statement offering for a Qualified Public Offering within period of not more than ninety (90) days after receipt of such noticethe request for registration; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may provided, however, that this right cannot be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofexercised more than once in any twelve month period.

Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the first to occur earlier of (i) one hundred eighty (180) days following the Company’s initial public offering and April 30, 2004 or (ii) July 31six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, 2016stock purchase or similar plan or a Commission Rule 145 transaction), a written request that the Company effect any a registration with respect to such number at least thirty percent (30%) of shares having an the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price price, net of at least underwriting discounts and commissions, would exceed $5,000,000), the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other partyeffective. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations a registration which have has been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);; or (B) Where the registration requested is for a second registration and the period of time is less than one (1) year from the date of the first registration; or (C) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of filingthe date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any a registration request, subject to Section 1.3 hereof; provided that the Company furnishes is actively employing in good faith all reasonable efforts to the Holders a notice of the Company’s intent to file cause such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofbecome effective.

Request for Registration. If If, at any time following the 180th day after any registration statement covering an initial public offering of the Common Stock of the Company shall have become effective, the Company shall receive from Initiating a Holder or Holders at any time not earlier than owning in excess of 10% of the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Registrable Securities a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) , as soon as practicable, but in any event no later than ninety (90) days after receipt of such request, use its commercially reasonable best efforts to effect such registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws (except that the Company shall not be required to qualify the offering under the blue sky laws of any jurisdiction in which the Company would be required to execute a general consent to service of process unless the Company is already subject to service in such jurisdiction) and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of . The Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request. The registration statement filed pursuant to the request of such Holder may, subject to the provisions of Section 4.1(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company now or hereinafter in effect are entitled to include their securities in any such registration (collectively, "OTHER STOCKHOLDERS") and may include securities of the Company being sold for the account of the Company. The Company shall promptly give notice of any Holder or Holders joining in registration proposed under this Section 4.1 to such request as are specified in a written request received by Other Stockholders. Following receipt of any notice under this Section 4.1, the Company within twenty (20) shall immediately notify all Other Stockholders from whom notice has not been received and such Other Stockholders shall have 30 days after from receipt of such written notice from the Company is mailed or deliveredto notify the Company of their desire to participate in the registration. Notwithstanding anything The Company shall use its reasonable best efforts to register under the contrary contained hereinSecurities Act, if for public sale in accordance with the registration requested is to be an underwritten offering and if the underwriters have not limited method of distribution specified in such notices from requesting Other Stockholders, the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service specified in such jurisdiction and except as may be required by the Securities Act; (B) After the Company has initiated two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofnotices.

Request for Registration. If In case the Company shall receive from Initiating the Holders at any time of not earlier less than 50% of the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Registrable Securities a written request that the Company effect any qualification, compliance or registration with respect to of the Registrable Securities held by such number of shares having an aggregate offering price of at least $5,000,000Holders, the Company will: (i) within thirty (30) days of the receipt of such written request give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, shall use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; PROVIDED, HOWEVER, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.2: (Ai) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (Bii) Prior to six (6) months following the Company's initial public offering; (iii) During the period ending on the date three (3) months immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction covered by Rule 145 under the Securities Act (a "Rule 145 Transaction") or a registration of securities on Form S-8 (or any successor form) relating solely to an employee benefit plan); (iv) After the Company has initiated effected two (2) such registrations pursuant to this Section subparagraph 1.2(a) (counting for these purposes only ), such registrations which have been declared or ordered effective and the securities offered pursuant to which securities such registrations have been sold and registrations which have been withdrawn sold; or (v) If the Company shall furnish to the Holders a certificate, signed by the Holders as President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to which the Holders have Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a single period not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date exceed one hundred and eighty (180) days after from the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration requestwritten request from the Holders. Subject to the foregoing clauses (1) through (5), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering within covering the Common Stock so requested to be registered as soon as practicable after receipt of the request of the Holders, and in no event, later than ninety (90) days of such notice; or (E) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereoftherefrom.

Request for Registration. If In case the Company shall receive from an Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Holder a written request that the Company effect any registration with respect to such number all or a part of shares having an aggregate offering price of at least $5,000,000the Registrable Securities, the Company will: (i) within thirty (30) 10 days of after the receipt of such written request thereof give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect all such registration registrations (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws, laws and appropriate compliance with exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request, 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 given within twenty (20) 20 days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to Company; provided, however, that the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect, any effect such registration pursuant to this Section 1.22: (A) In at any time prior to or within 90 days following the effective date of the Company’s first registered offering to the general public of its securities for its own account; (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (BC) After within 90 days prior to the Company’s estimated date of filing a registration statement pertaining to a firmly underwritten public offering of its securities for its own account pursuant to a letter of intent signed by an underwriter and the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; or (D) after the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a2(a) (counting for these purposes only and such registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by effective; provided that the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting Company complies in all material respects with the date provisions of filing, and ending on a date one hundred eighty Section 5 below relating to such registrations. Subject to the foregoing clauses (180A) days after the effective date of, the Company’s initial public offering; through (D) If, within thirty (30) days of receipt of any registration request), the Company furnishes to the Holders a notice of the Company’s intent to shall file such a registration statement for a Qualified Public Offering covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) 40 days after receipt of such notice; or (E) If the request or requests of the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.5 hereofHolders.

Request for Registration. If In case the Company shall receive from Initiating ------------------------ Holders of at any time not earlier than least forty percent (40%) of the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, Registrable Securities a written request that the Company effect any registration with respect to such number registration, qualification or compliance of shares having an the Registrable Securities, the anticipated aggregate offering price to the public of at least which would exceed $5,000,000, the Company will: (i) within thirty (30) days of the receipt of such written request promptly give written notice of the proposed registration registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualifications qualification under applicable blue sky law or other state securities laws, laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company is mailed or delivered. Notwithstanding anything to the contrary contained hereinby any Holder; provided, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenhowever, that the Company shall be entitled, at its election, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall -------- ------- not be obligated to effect, or to take any action to effect, effect any such registration registration, qualification or compliance pursuant to this Section 1.21.5: (A1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, qualification or compliance, compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (B2) Prior to the earlier of December __ , 2000 or six (6) months following the bona fide firm commitment underwritten (by an underwriter of nationally recognized standing) initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act; (3) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within ninety (90) days of the time of the request in a bona fide firm commitment underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act; (4) After the Company has initiated effected two (2) such registrations pursuant to this Section 1.2(a) (counting for these purposes only subparagraph 1.5(a), such registrations which have been declared or ordered effective and the securities offered pursuant to which securities such registrations have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such noticesold; or (E5) If the Initiating Company shall furnish to such Holders propose 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 dispose the Company or its shareholders for registration statements to be filed in the near future, then the Company's obligation to use it best efforts to register, qualify or comply under this Section 1.5 shall be deferred for up to one (1) period, not to exceed one hundred twenty (120) days each from the date of shares receipt of written request from the Holders, in any twelve (12) month period. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities which may so requested to be immediately registered on Form S-3 pursuant to a as soon as practicable after receipt of the request made under Section 1.5 hereofor requests of the Holders.