Common use of Required Registration Clause in Contracts

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six (6) months from after the date of this Agreement, any two (2) closing of the three (3) holders Company’s Initial Public Offering, the Investors who in the aggregate hold at least a majority of the total Restricted Stock acting together as a group Shares then outstanding may by written notice to the Company request on two (2) separate occasions the Company to register under the Securities Act or applicable Canadian Securities Laws all or any portion of the shares of Restricted Stock Shares held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares reasonably anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event public offering would not be less than 1,500,000 shares of Restricted StockUSD$10,000,000. For purposes of this Section 4 2.3 and Sections 5, 12(a) 2.4 and 12(d)2.5, the term "“Restricted Stock" Shares” shall be deemed to include (but without double counting) the number of shares of Restricted Stock Shares which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2.3 or Section 5Sections 2.4 and 2.5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters (with the underwriters’ approval) for conversion or exercise, respectively, and sale of the shares of Common Stock Shares issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any a notice under this Section 42.3(a), the Company shall immediately promptly notify all holders of Restricted Stock the Investors from whom notice has not been received and received. The Company shall use all reasonable best efforts to register under the Securities ActAct or Canadian Securities Laws (as applicable), for public sale in accordance with the method of disposition specified in such any notice from requesting holders, the number of shares of Restricted Stock Shares specified in such notice (and in all notices received by the Company from other holders Investors within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may holders of a majority of the Restricted Shares to be sold in such offering shall designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated Company’s obligation to register Restricted Stock register, pursuant to this Section 4 2.3, Restricted Shares on two occasions only, provided, however, that such obligation a Registration Statement shall be deemed satisfied only when a registration statement Registration Statement covering at least the lesser of (i) 50% of the total shares of all Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The In any Registration Statement requested pursuant to this Section 2.3, the Company shall be entitled to include in any registration statement referred to in this Section 4include, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock Shares to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if . If such method of disposition shall be an underwritten public offering), offering and in the opinion of the managing underwriter such inclusion would adversely affect the marketing of the Restricted Stock Shares to be sold, then the Company shall reduce the number of Common Shares to be sold by the Company for its own account to that number which, in the opinion of the managing underwriter, would not adversely affect the marketing of the Restricted Shares requested to be sold. Except for as provided in Section 2.3(b), the Company shall not file with the Commission any other Registration Statement with respect to its Common Shares, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2.3 until the completion of the period of distribution contemplated thereby. (d) Investors are entitled to a maximum of two (2) registrations pursuant to this Section 2.3.

Required Registration. (a) At any time after If (i) the date which is six (6) months from holder or holders of an aggregate of at least the date Required Demand Amount propose to dispose of this Agreement, any two (2) at least 20% of the three then outstanding Registrable Stock (3such holder or holders being herein called the "Initiating Holders"), and (ii) holders such disposition may not, in the opinion of Restricted Stock acting together such Initiating Holders, be effected in the public marketplace (as opposed to a group may request on two (2) separate occasions the Company to register private transaction under the Securities Act all or any portion Act) on equally favorable net terms to the Initiating Holders without registration of such shares under the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d)Securities Act, the term "Restricted Stock" shall be deemed Initiating Holders may request the Company in writing to include effect such registration, stating the number of shares of Restricted Registrable Stock which would to be issuable disposed of by such Initiating Holders (which, in the aggregate, shall be not less than 20% of the then outstanding Registrable Stock) and the intended method of disposition. Upon receipt of such request, the Company will give prompt written notice thereof to a holder all other Holders whereupon such other Holders shall give written notice to the Company within 20 days after the date of Preferred Shares upon conversion the Company's notice (the "Notice Period") if they propose to dispose of all any shares of Preferred Registrable Stock held by pursuant to such holder at such time and registration, stating the number of shares of Restricted Registrable Stock which would to be issuable to a holder disposed of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that Holder or Holders and the only securities which the Company shall be required to register pursuant hereto shall be shares intended method of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requesteddisposition. (b) Following receipt of any notice under The Key Employees may register securities for sale for their own account in the registration requested pursuant to this Section 48.2, subject to limitations on the number of shares which may be imposed by the underwriter as set forth in Section 8.4(d) below. At the time the Company shall immediately notify all holders give the notice to Holders required by Section 8.2(a), it shall also give the same notice to the Key Employees whereupon each Key Employee shall give written notice to the Company within the Notice Period if such Key Employee proposes to dispose of Restricted any shares of Common Stock from whom notice has not been received and shall use all reasonable efforts held by him or her pursuant to register under the Securities Actsuch registration, for public sale in accordance with the method of disposition specified in such notice from requesting holders, stating the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Common Stock to be sold in disposed of by such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least Key Employee and the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the intended method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4disposition. (c) The Company shall be entitled will use its best efforts to include in any effect promptly after the Notice Period the registration statement referred to in this Section 4, for sale in accordance with under the method Securities Act of disposition specified by the requesting holders, all shares of Common Subject Stock to be sold by specified in the Company for its own accountrequests of the Initiating Holders, or any issued the requests of the other Holders and outstanding shares the requests of Common Stock to be sold by others except as and the Key Employees, subject, however, to the extent that, limitations set forth in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldSection 8.4.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) July 31, 2006 and (ii) the date which that is six (6) months from after the first public offering after the date hereof of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company’s intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated to each stockholder of the Company on a pro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At any time after the earlier of three (3) years from the date which is hereof, or six (6) months from after the date of this AgreementCompany’s initial public offering, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting two-thirds (66-2/3%) of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided provided, however, that the shares anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute such offering is at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock$5,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 15(a) and 12(d15(f), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of the Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of shares of Preferred Shares and Warrants Stock shall be entitled to sell such shares of Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a any registration statement on Form S-l or Form S-3 (or in each case any successor form thereto) filed with the Commission by the Company covering a firm commitment underwritten public offering in which for the holders purpose of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of registering shares for sale by the shares of Restricted Stock as to which registration shall have been requestedCompany. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three (3) occasions only, only (except for on Form S-3 or any equivalent successor form as provided in Section 6); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders of Restricted Stock and Preferred Stock (other than as a majority result of a Material Adverse Change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the have been sold pursuant thereto (not including shares of Restricted Stock have the right to cause the Company to effect eligible for sale pursuant to this Section 4the underwriters’ over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded, pro rata based on their ownership of Restricted Stock. (e) With respect to a request for registration pursuant to Sections 4 and 6 that is for an underwritten public offering, the managing underwriter shall be chosen by the holders of two-thirds (66-2/3%) of the Restricted Stock to be sold in such offering.

Required Registration. (a) At any time after following the date which is six (6) months from consummation of an initial public offering by the date Company of this Agreementits securities, any two (2) of the three (3) holders of Restricted Stock acting together as a group may Holding may, by written notice, request on two (2) separate not more than five occasions that the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requestedso requested (and which requests shall total at least fifty percent of the shares of Restricted Stock originally purchased by Holding). (b) Following Promptly following receipt of any notice under this Section 4, 4 the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received file and shall use all reasonable its best efforts to register have declared effective a registration statement under the Securities ActAct for the public sale, for public sale in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving date of such notice by from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of a majority in interest of the selling holders of a majority of the shares of Restricted Stock to be sold in such offeringStock, which approval shall not be unreasonably withheld, conditioned or delayed. The number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall be obligated to register Restricted Stock pursuant to requests made by Holding under this Section 4 on two occasions only, ; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 44 for which the method of distribution is an underwritten public offering, for sale in accordance with the method of disposition specified by the requesting holders, Holding shares of Class A Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except with respect to registration statements on Form S-3 or Form S-8, or as otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Class A Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date holders of this Agreement, any two (2) Special Restricted Stock constituting at least a majority of the three total Special Restricted Stock outstanding at such time (3) treating for the purpose of such computation the holders of Restricted Series V and Series VI Preferred Stock acting together as a group the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock and the holders of 1993 Warrants as holders of the Warrant Shares then issuable upon exercise of the 1993 Warrants), may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Special Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; PROVIDED, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 45, the Company shall immediately notify all any holders of Special Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Special Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company); PROVIDED, HOWEVER, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Special Restricted Stock to be included in such an offering may be reduced, PRO RATA among the requesting holders of Special Restricted Stock, based on the number of shares of Special Restricted Stock requested to be registered, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Special Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Special Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Special Restricted Stock pursuant to this Section 4 5 on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 5 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (ii) 75% of the shares of Special Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Special Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until such time as the managing underwriter shall reasonably request. In the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to this Section 5, each holder of Restricted Stock who shall not be selling its Restricted Stock to the underwriters in connection with such offering shall refrain from selling such Restricted Stock so registered for such time as the managing underwriter shall reasonably request; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration statement.

Required Registration. (a) At any time after the date which is six time, either of WCAS VII (6) months from the date of this Agreement, any two (2) on behalf of the three (3WCAS Stockholders) holders of Restricted Stock acting together as a group or KKR Fund may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Subject to Section 2(a)(v) of the Stockholders' Agreement among the Company, KKR Fund and the WCAS Stockholders (listed on Schedule I hereto), promptly following receipt of any notice under this Section 4paragraph 3(a) above, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice from the Company); provided, however, that if a proposed registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in the proposed registration exceeds that number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company, then the Company will include in the proposed registration (i) first, 100% of the shares of Common Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Common Stock requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Common Stock that holders of Restricted Stock have requested to be included in the proposed registration, such amount to be allocated pro rata among all requesting holders on the basis of the relative number of shares of Common Stock then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request will be reallocated among the remaining requesting holders in like manner). If such method of disposition shall be an underwritten public offering, the Company selling holders of at least two-thirds of the Restricted Stock included in the offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 paragraph 3(b) on two six occasions only(with respect to requests by KKR Fund) and five occasions (with respect to requests by WCAS VII) only and each demand shall request registration of at least 15% of the amount of Restricted Stock held by the requesting party and its affiliates as of the date hereof. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this paragraph 3(b) shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 43, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 3 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (ai) At any time after the date earliest of (A) six months after a registration statement covering a public offering of shares of Common Stock, in which is six the aggregate price paid for such shares shall be at least $30,000,000 and the price paid by the public for such shares shall be at least $3.57 per shares (6“Qualified Offering”), shall have become effective and (B) months from , 2009, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares reasonably anticipated aggregate price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or public offering would exceed $10,000,000. (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently thereto other than shares withdrawn at the request of by the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereof. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six (6) months 90 days from the date of this Agreement, any two (2) the issuance and sale of the three Series B Preferred Stock (3i) holders Doubletree, (ii) Investors holding at least 50% of Restricted Stock acting together as a group the shares of the Series A Preferred Eligible Securities or (iii) Investors holding at least 50% of the shares of Series B Preferred Eligible Securities may request on two (2) separate occasions deliver to the Company a written request that the Company file and use its best efforts to register cause to become effective a registration statement under the Securities Act all or any portion with respect to such number of the shares of Restricted Stock held Eligible Securities owned by such requesting holders for sale in Doubletree or the manner Investors as shall be specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of request (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(da "Registration Request"), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which Company shall not be obligated to effect any such registration pursuant to subsections (ii) or (iii) on behalf of the Investors unless the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv), 2(b)(v) and 2(b)(vi) hereof, the Company shall not be required to register file and use its best efforts to cause to become effective, pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made a Registration Request under this Section 4 within 180 days after 2, (a) more than two registration statements at the effective date demand of Doubletree, (b) more than two registration statements at the demand of the Investors holding shares of Series A Preferred Eligible Securities or (c) more than two registration statements at the demand of Investors holding shares of Series B Preferred Eligible Securities. The party or parties delivering a registration statement filed Registration Request is hereinafter referred to as the "Requesting Holder." The second Registration Request made by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the Investors holding shares of Restricted Stock Series A Preferred Eligible Securities may be identified by such Requesting Holders as to which registration shall have been requesteda "Series A Priority Demand." The second Registration Request made by Investors holding shares of Series B Preferred Eligible Securities may be identified by such Requesting Holders as a "Series B Priority Demand". (b) Following As soon as practicable following the receipt of any notice under this Section 4a Registration Request, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall will use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersRegistration Request, the number of shares of Restricted Stock Eligible Securities specified in such notice Registration Request (and the number of Eligible Securities specified in all notices received by the Company from other holders Holders within 30 20 days after the giving their receipt of such notice by the Companydelivered pursuant to Section 4 hereof). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall will also be obligated entitled to register Restricted Stock include in any registration statement filed pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaidRegistration Request, for sale in accordance with the method of disposition specified by in such Registration Request, such number of shares of Common Stock as the requesting holdersCompany shall desire to sell for its own account. If the method of sale designated is an underwritten public offering, shall have become effective; providedthe managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of or the holders of a majority of the shares Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder, and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. paragraph (c) The Company shall be entitled to include in any registration statement referred to in this Section 4b), for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter or underwriters (if such the method of disposition shall be an underwritten public offering), such inclusion would adversely affect marketing considerations require the marketing reduction of the Restricted number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be soldregistered and sold pursuant to such registration shall be reduced as follows: (i) The number of shares of Eligible Securities to be registered on behalf of the Company shall be reduced (to zero, if necessary); (ii) The number of shares of Eligible Securities to be registered on behalf of ▇▇▇▇▇▇, the Trusts and the Fix Partnership shall be reduced (to zero, if necessary) pro rata according to the number of shares of Eligible Securities held by each; (iii) The number of shares of Eligible Securities to be registered on behalf of Doubletree and the Investors shall be reduced pro rata according to the number of shares of Eligible Securities held by each; provided, however, that in connection with a Series A Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; and provided, further, that in connection with a Series B Priority Demand the number of shares of Eligible Securities requested to be registered on behalf of the Investors shall only be reduced after the number of shares requested to be registered by Doubletree has been reduced to zero; (iv) Notwithstanding the foregoing, if in connection with any Registration Request made by Doubletree, the number of Eligible Securities requested to be registered by Doubletree shall have been reduced, the number of Registration Requests granted to Doubletree pursuant to clause 2(a) above shall be increased by one; (v) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series A Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series A Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; (vi) Notwithstanding the foregoing, if in connection with any Registration Request made by the Investors holding shares of Series B Preferred Eligible Securities, such Investors requesting inclusion of Eligible Securities in such registration shall experience a reduction in the number of such Eligible Securities by 10% or more, the number of Registration Requests granted to the Investors holding shares of Series B Preferred Eligible Securities pursuant to clause 2(a) above shall be increased by one; and (vii) In no event shall any registration of Common Stock by the Company pursuant to Section (vi)(b) of the Series A Certificate of Designation or Section (vi)(b) of the Series B Certificate of Designation constitute a Registration Request allowable to any Holder pursuant to clause 2(a) above. (c) Notwithstanding the foregoing provisions of this Section 2, the Company shall not be obligated to file a registration statement at the demand of any Holder pursuant to this Section 2 within 180 days following any underwritten public offering of Common Stock or of securities of the Company convertible into or exercisable or exchangeable for Common Stock. (d) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Series A Preferred Eligible Securities or shares of Series B Preferred Eligible Securities, as the case may be, shall not effect or diminish any other rights of such Holder hereunder with respect to any other securities of the Company held by such Holder.

Required Registration. (a) At any time on or after the date which is six (6) months from the date of this Agreement, any two (2) 180 day anniversary of the three (3) consummation of the IPO, the holders of at least 50% of the Restricted Stock acting together as a group outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall not be required obligated to register pursuant hereto shall effect any such registration unless the proceeds to be shares of Common Stock, and provided, further, however, that, realized in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell connection with such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot reasonably be expected to be less than $1,000,000. (b) Following Promptly following receipt of any notice under this Section 42, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale Public Sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 thirty (30) days after the giving their receipt of such notice by from the Company); provided, however, that the number of shares of Restricted Stock to be included in such an underwriting may be reduced pro rata among the requesting holders of Restricted Stock if and to the extent that the managing underwriter, if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, shall be of the opinion that such inclusion would materially adversely affect the marketing of the Restricted Stock. If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in such covered by the offering, which approval shall not be unreasonably withheld. Subject to paragraph (c) below, conditioned or delayedthe Company shall be obligated to use its reasonable best efforts to cause the registration statement filed pursuant to this Section 2 to become effective not later than 90 (ninety) days after receipt of notice pursuant to Section 2. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two (2) occasions only, provided, however, ; provided that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effectiveeffective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; provided, further, however, that any a registration proceeding begun statement shall not constitute a registration request pursuant to this Section 4 which 2 if (x) after such registration statement has become effective, such registration or the related offer, sale or distribution of Restricted Stock thereunder is subsequently withdrawn at interfered with by any stop order, injunction or other order or requirement of the request of Commission or other governmental agency or court for any reason not attributable to the holders of a majority of the shares of such Restricted Stock requested to be registered shall count toward and such two interference is not thereafter eliminated or (y) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration statements which the holders statement are not satisfied or waived, other than by reason of the shares a failure by any holder of such Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Stock. (c) Notwithstanding anything to the contrary in this Agreement, the Company may delay for up to ninety (90) days the filing or effectiveness of a registration statement pursuant to a request under this Section 2 if the Board of Directors of the Company shall determine that such a registration would not be in the best interests of the Company at such time, during which period the requesting holders may withdraw their request (provided that, if not so withdrawn, the Company will not have breached its obligations under this Section 2 during such delay period), in which case the requesting holders will not be deemed to have made a request for registration under this Section 2. (d) The Company shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock (if any) to be sold.

Required Registration. (a) At any time after the date which is six (6) months from fourth anniversary of the date hereof, the holders of this Agreement, any two (2) a majority of the three (3) holders of outstanding Restricted Stock acting together as a group then held by the WCAS Purchasers or the Blackstone Purchasers may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that neither the only securities which WCAS Purchasers nor the Company shall be required Blackstone Purchasers may request registration pursuant to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedmore than once every six months. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the original requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such ; provided, however, that if the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the Company may designate the managing underwriter number of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold included in such an offering may be reduced (pro rata among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten public offering, the original requesting holders may choose the managing underwriter (which approval shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaidaforesaid (subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldsold (and in such event, such shares to be sold by the Company for its own account shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 4(b)). Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration con templated thereby.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreementtime, any two (2) of the three (3) one or more holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that but only if the shares request is made by the holders of Restricted Stock for which registration has been requested shall constitute constituting at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder outstanding at such the time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofrequest is made. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 3 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requestedrequested shall have been effectively registered and sold. (b) Following receipt of any notice under this Section 4Section, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 15 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that but such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, howeverall such shares shall have been sold pursuant thereto. (c) No person other than the Company, that its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include any securities in any registration proceeding begun pursuant to statement requested under this Section 4 which is subsequently withdrawn at without the request consent of the holders of a majority of the shares of Restricted Stock requested included in the registration statement, which consent shall not be unreasonably withheld. The Company, its officers, directors, or other stockholders entitled to be registered shall count toward such two registration statements which rights under the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company circumstances shall be entitled to include in any registration statement referred to in this Section 4Section, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or by its officers, directors, or other stockholders entitled to registration rights under the circumstances for its or their own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration and the underwriting, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, the number of shares of Common Stock to be registered on behalf of the Company or its officers, directors, and other holders entitled to registration rights under the circumstances, if any, shall be computed as set forth in subsection (d). Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby. (d) Whenever a registration requested pursuant to this Section is for an underwritten public offering, only shares of Common Stock which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of subsections (b) and (c), if the managing underwriter determines that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten or a limitation of the total number of shares of Common Stock to be sold by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, then the number of shares to be included in the registration and the underwriting shall first be allocated among all holders who indicated to the Company their decision to distribute any of their Restricted Stock through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock requested to be included in the registration and the underwriting by such holders, then the remainder, if any, to the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, in proportion, as nearly as practicable, to the respective number of shares of Common Stock requested to be included in the registration and the underwriting by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances. No stock excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, as the case may be, determines not to participate in any such underwriting, it, he or she may elect to withdraw therefrom by written notice, within five (5) days of notice to the Company of the managing underwriter's marketing limitation, to the holders of Restricted Stock and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Required Registration. (a) At any time after the date which is six (6) months from the date The Holders of this Agreement, any two (2) Registrable Shares constituting at least 51% of the three (3) holders total shares of Restricted Stock acting together as a group Registrable Shares then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Registrable Shares held by such requesting holders Holder or Holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock Registrable Shares for which registration has been requested shall constitute at least the lesser of (i) 5025% of the total shares of Restricted Stock Registrable Shares originally issued pursuant to the Repurchase Agreement if such holders, Holder or (ii) Holders shall request the remaining shares registration of Restricted Stock less than all Registrable Shares then held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 Holder or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofHolders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders Holders of Restricted Stock Registrable Shares shall have been entitled to join pursuant to Section 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as all Registrable Shares to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders Holders of Restricted Stock Registrable Shares from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersHolders, the number of shares of Restricted Stock Registrable Shares specified in such notice (and in all notices received by the Company from other holders Holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company Holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock Registrable Shares pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock statement, which covers all Registrable Shares specified in notices received as aforesaid, aforesaid and with respect to which the request for registration has not been withdrawn and provides for sale of such shares in accordance with the method of disposition specified by the requesting holdersHolders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holdersHolders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock Registrable Shares to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 4 (the "Demand Holders") until the first to occur of (i) withdrawal of such registration statement or (ii) the effectiveness of such registration statement unless such registration statement relates to a firm commitment underwritten public offering, then the completion of the period of distribution of the registration contemplated thereby; provided, however, that following receipt of any notice under this Section 4, the Company shall immediately notify all holders of the Company's Common Stock who have contractual rights to demand registrations pursuant to the terms of any other registration rights agreement to which the Company is a party. Upon the written request of such demand rights holders constituting the requisite percentages of shares to initiate a demand under such other registration rights agreement specifying the number of shares to be registered, which request shall be deemed to be an exercise of a demand right under the terms of the registration rights agreement to which they are parties, such demand rights holders shall be deemed to be Demand Holders and the shares requested to be registered by such Demand Holders shall be deemed to be Registrable Shares, in each case, for purposes of Section 4(d), provided that such written request is received by the Company within 30 days of the giving of notice by the Company. (d) If, in the opinion of the managing underwriter, the inclusion in a registration statement to be filed under this Section of any shares other than the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such shares, then, in such event (a) such other shares may be included in such registration only if all of the Registrable Shares requested to be registered by Demand Holders hereunder are included, and (b) such other shares shall be subject to the provisions of Section 5 and the first sentence of Section 4(c) as to priority of inclusion. If, in the opinion of the managing underwriter, the inclusion of the Registrable Shares requested to be registered under this Section by Demand Holders would adversely affect the marketing of such Registrable Shares, Registrable Shares to be sold by the Demand Holders shall be excluded in such manner that the Registrable Shares to be excluded shall first be the Registrable Shares of Demand Holders who are not affiliates (as defined in Rule 144 of the Securities Act) of the Company (the "Affiliate Holders") and whose Registrable Shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining Registrable Shares of the Demand Holders who are Affiliate Holders or whose Registrable Shares are not then saleable under Rule 144(e) or Rule 144(k), provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of the shares to be sold in such offering.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 20% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such noticenotice if either (A) the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000, provided that or (B) the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5030% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockthen outstanding. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, that in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersin notices received as aforesaid (including a firm commitment underwritten public offering), shall have become effective; provided, further, however, that any registration proceeding begun been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward registration statement covering such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4shares. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of marketing of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to the provisions hereof, at any time after and from time to time during the date Registration Period, the Holders may request the Corporation to file a Prospectus Supplement offering all or part of the Registrable Securities (such offering being hereinafter referred to as a “Demand Offering”). Such a request shall be in writing and shall specify the number of Registrable Securities to be sold (the “Demand Registrable Securities”), the intended method of disposition and the jurisdictions (which is six may only include Canada or any province or territory thereof and/or the United States) in which the Holders, acting reasonably, request that the Demand Offering be effected (6) months from provided that if the date Holders request the Demand Offering to be effected only in the United States, then the Corporation shall also file the Prospectus Supplement in one province of Canada solely to the extent required for the purposes of MJDS qualification). Subject to Section 2.1(d), the Corporation shall not be obligated to effect more than four underwritten Demand Offerings in total during the Registration Period. For the purposes of this Agreementsubsection, any two (2) of the three (3) holders of Restricted Stock acting together a Demand Offering will not be considered as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has having been requested shall constitute at least the lesser of effected until either (i) 50% of a Prospectus Supplement has been filed with the total shares of Restricted Stock originally issued Commissions and/or the SEC, as applicable, pursuant to such holderswhich the Demand Registrable Securities are to be sold, or (ii) the remaining shares Holders have withdrawn their request or (iii) the Holders have failed to fulfill their obligations under this Agreement with respect to such request. In the event that the Corporation proposes to offer and sell its securities as part of Restricted Stock held any Demand Offering initiated by the Holders under this Agreement, and if the managing underwriter or underwriters advise the Corporation in good faith that the inclusion of securities requested by the Corporation to be included in such holdersoffering may, but in any event not less than 1,500,000 shares their opinion, have an adverse effect on the distribution or sales price of Restricted Stock. For purposes of this Section 4 and Sections 5the Demand Registrable Securities in such offering, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include then the number of shares of Restricted Stock which would securities to be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held offered by the Corporation for its own account in such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company offering shall be required reduced as necessary to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell avoid such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedadverse effect. (b) Following receipt The Corporation shall be entitled to postpone the filing of a Prospectus Supplement otherwise required to be prepared and filed by it pursuant hereto (or withdraw any notice under this Section 4Prospectus Supplement that has been filed by it pursuant hereto) if, at the time it receives the Demand Offering request or before the Demand Offering has been effected, the Company Board of Directors, in its good faith judgment, determines that the Demand Offering should not be effected or continued because (i) it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Corporation, (ii) it would require the Corporation to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Corporation and gives prompt notice of such determination to the Holder, (iii) any offering documents require amendment or supplement to comply with the Securities Laws, provided that such postponement shall be limited to the period of time reasonably required for the Corporation to make such amendment or supplement or (iv) the Corporation has contractually agreed to a blackout in connection with a primary distribution, provided that such blackout shall be limited to a period not exceeding 120 days from the time of a request from Pershing Square. (c) The Corporation shall not be required to effect a Demand Offering in connection with an underwritten offering of Registrable Securities unless the Demand Registrable Securities have an aggregate market price of at least $150 million. Market price for the purposes of the foregoing shall be calculated on the basis of the average of the volume weighted average trading prices of the Common Shares over the New York Stock Exchange on each of the 15 trading days immediately notify all holders preceding the delivery to the Corporation of Restricted Stock from whom the request for the Demand Offering. (d) If during the Registration Period the Corporation proposes to file a Prospectus Supplement in Canada and/or the United States in order to permit the issuance of its Common Shares pursuant to an underwritten offering for its own account, in a form and manner that, with appropriate changes, would permit the offering of Registrable Securities under such Prospectus Supplement, the Corporation shall give reasonably prompt notice has not been received of its intention to do so to the Holders and shall use all reasonable efforts to register under include in the proposed distribution such number of Registrable Securities Act(the “Piggy Back Registrable Securities”, for public sale in accordance and together with the method of disposition specified in such notice from requesting holdersDemand Registrable Securities, the number of shares of Restricted Stock specified in “Designated Registrable Securities”) as the Holders shall request (such notice (offering hereinafter referred to as a “Piggy Back Registration”, and in all notices received by the Company from other holders together with a Demand Offering, a “Secondary Registration”) within 30 ten days after the giving of such notice by notice, upon the Company). If such same terms (including the method of disposition shall be an underwritten public offering, distribution) as such distribution; provided that (i) the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval Corporation shall not be unreasonably withheldrequired to include all such Piggy Back Registrable Securities in any such distribution by the Corporation if the Corporation is advised in good faith by its managing underwriter or underwriters that the inclusion of any such Piggy Back Registrable Securities may, conditioned in their opinion, have an adverse effect on the distribution or delayedsales price of the securities being offered by the Corporation, in which case the number of Piggy Back Registrable Securities shall be reduced as necessary, and (ii) the Corporation may at any time, at its sole discretion and without the consent of the Holders, withdraw such Prospectus Supplement and abandon the proposed distribution in which the Holders requested to participate; provided, that the Corporation will pay the Registration Expenses in connection with such withdrawn Prospectus Supplement. The Company shall be obligated failure of the Holders to register Restricted Stock pursuant respond within the periods referred to this Section 4 on two occasions only, provided, however, that such obligation in the immediately preceding sentence shall be deemed satisfied only when to be a registration statement covering at least the lesser of (i) 50% waiver of the total shares Holders’ rights under this Section 2.1(d) with respect to such Piggy Back Registration. The Holders may also waive their rights under this Section 2.1(d) by giving written notice to the Corporation. No offering of Restricted Stock originally issued or (iiRegistrable Securities under this subsection 2.1(d) 75% shall relieve the Corporation of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun its obligations to effect Demand Offerings pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4subsection 2.1(a) hereof. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after If the date which is six (6) months from the date Company shall be requested by --------------------- holders of this Agreement, any two (2) at least a majority of the three (3) outstanding Shares to effect the Registration of Registrable Securities, then the Company shall promptly give written notice of such proposed Registration to all holders of Restricted Stock acting together as a group may request on two (2) separate occasions Shares, and thereupon the Company shall promptly use its best efforts to register under effect the Securities Act all or any portion Registration of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Registrable Securities that the shares of Restricted Stock for which registration Company has been requested shall constitute at least to Register for disposition as described in the lesser request of (i) 50% such holders of Shares and in any response received from any of the total shares holders of Restricted Stock originally issued to Shares within ten (10) days or such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" longer period as shall be deemed to include set forth in the number notice, after the giving of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held the written notice by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Company; provided, however, that the only securities which Company ----------------- shall not be obligated to effect any Registration except in accordance with the following provisions: (a) The Company shall not be required obligated to register file and cause to become effective more than one (1) registration statement in which Registrable Securities are Registered pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by to this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested2.2. (b) Following receipt of any notice under this Section 4, Notwithstanding the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offeringforegoing, the Company may designate the managing underwriter of include in each such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock Registration requested pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that 2.2 any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, or any issued and outstanding shares of Common Stock for sale by others, provided, however, that, if the number of shares of Common Stock so included -------- ------- pursuant to this clause (b) exceeds the number of Registrable Securities requested by the holders of Shares requesting such Registration, then such Registration shall be deemed to be sold a Registration in accordance with and pursuant to Section 2.3; and provided further, however, that the inclusion of -------- ---------------- such previously authorized but unissued shares of Common Stock by the Company or issued and outstanding shares of Common Stock by others except in such Registration shall not prevent the holders of Shares requesting such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be required to file a registration statement pursuant to this Section 2: (i) within six (6) months after any other registration by the Company (other than under "Excluded Forms," as and to defined in Section 2.3(a) below) or (ii) for six (6) months after the extent thatrequest for registration under this Section 2.2 if the Company is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, in or such shorter period ending on the opinion of the managing underwriter (if date, whichever first occurs, that such method of disposition shall be an underwritten public offering)transaction is publicly disclosed, such inclusion would adversely affect the marketing of the Restricted Stock to be soldabandoned or consummated.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the fifth anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any The Company shall make all reasonably practicable efforts to file, within thirty (30) days of the Closing, a shelf registration statement with the Commission relating to the offer and sale of the Restricted Stock by the Investors from time to time in accordance with the methods of distribution elected by the Investors and set forth in such shelf registration statement, and the Company shall make all reasonably practicable efforts to have such shelf registration statement effective within 120 days after its filing with the date which is six (6) months from the date of this Agreement, any Commission. The Company shall make all reasonably practicable efforts to keep such shelf registration statement continuously effective for two (2) years following the expiration of the three one (31) holders year lock-up described in the first sentence of Restricted Section 15(f) hereof. As soon as reasonably practicable after the issuance to the Investors of any shares of Common Stock acting together as a group may request on two (2) separate occasions dividend pursuant to Article FOURTH, Section 2 of the Company's Amended and Restated Certificate of Incorporation, the Company shall file such amendments or supplements to register under the Securities Act all or any portion of the such shelf registration statement as are necessary to qualify such shares of Restricted Common Stock held for offer and sale by such requesting holders for sale the Investors from time to time in accordance with the manner specified methods of distribution elected by the Investors and set forth in such notice, provided that the shares of Restricted Stock for which shelf registration has been requested shall constitute at least the lesser of statement. (ib) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the The only securities which the Company shall be required to register pursuant this Section 4 and Sections 5 and 6 hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Series D Preferred Shares and Warrants shall be entitled to sell such Series D Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a any registration statement on Form S-1 filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (underwriter, if such method of disposition shall be an underwritten public offering)any, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If in the opinion of the managing underwriter, if any, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded and in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At any time after The Company may include in a required registration pursuant to Section 10.1 hereof securities other than the date which is six (6) months from Purchased Stock on the date of this Agreement, any two (2) of same terms and conditions as the three (3) holders of Restricted Purchased Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, included therein; provided, however, that (i) if the only managing underwriter or underwriters of any underwritten offering described in Section 10.1 herein have informed the Company in writing that it is their opinion that the total number of shares of Purchased Stock, and other securities of the Company which the holders of such securities, the Company and any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the Company and for the account of all such other persons (other than the holders of Purchased Stock) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriter or underwriters, (ii) if, in the event that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company shall be required and such other persons intended to register pursuant hereto shall be include in such offering, the managing underwriter or underwriters inform the Company in writing that the total number of shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Purchased Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled thereof intend to join pursuant to Section 5 and include in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock such offering is such as to which registration shall have been requested. (b) Following receipt materially and adversely affect the success of any notice under this Section 4such offering, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, then the number of shares to be offered for the account of Restricted the holders of Purchased Stock specified participating in such notice offering shall be reduced or limited pro rata in proportion to their respective total number of shares owned by such holders, to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriter or underwriters and (and in all notices received by iii) if the Company from offering is not underwritten, no other holders within 30 days after the giving of such notice by person, including the Company). If such method of disposition , shall be an underwritten public offering, the Company may designate the managing underwriter of permitted to offer securities under any such offering, subject to the approval of required registration unless the holders of a majority of the shares of Restricted Purchased Stock to be sold participating in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and offering consent to the extent that, in the opinion inclusion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldshares therein.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from five (5) years after the date of this Agreementhereof, any two or (2ii) of 180 days after an IPO, the three (3) holders of Restricted Stock acting together as a group constituting at least 40% in interest of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration offering has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockan anticipated aggregate offering price that exceeds $15,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 15(a) and 12(d15(f), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Shares; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a any registration statement on Form S-1 filed by the Company covering a firm commitment underwritten public offering in which the Company; provided that holders of Restricted Stock shall have been entitled provided the opportunity to join register their respective shares of Restricted Stock held by them pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedthis Agreement. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two (2) occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to this Section 4 which the underwriters’ over-allotment option) or it is subsequently closed or withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested (other than as a result of a material adverse change to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Company). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the good faith opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the good faith opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by other stockholders and the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At If, at any time after following the nine-month anniversary of the date which is six (6) months from hereof and prior to the second anniversary of the date of this Agreementhereof, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company shall be requested in writing (an “Initiating Request”) by the Requisite Bond Stockholders to register effect the registration under the Securities Act of an underwritten offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 2.1(c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all or the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any portion of the shares of Restricted Stock held by such requesting holders Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 2.1(a) and with the manner method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such notice, provided offering. The Stockholders shall have thirty (30) days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the shares Company include in such registration the number of Restricted Stock Registrable Shares of all Stockholders so specified in the Inclusion Request. (b) Anything contained in Section 2.1(a) to the contrary notwithstanding, the Company may delay the filing or effectiveness of any Registration Statement for which registration has been requested shall constitute a period of up to 120 days after the date that the Requisite Bond Stockholders make an Initiating Request, if at least the lesser time of such Initiating Request: (i) 50% of the total any other registration statement (other than on Form S-4 or Form S-8) pursuant to which shares of Restricted Series AA Preferred Stock originally issued are to such holders, be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days; or (ii) the remaining shares Board determines in good faith that (A) it is in possession of Restricted Stock held by material, non-public information concerning pending or threatened litigation and disclosure of such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which information would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by jeopardize such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which litigation or otherwise materially harm the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of (B) a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice Material Transaction that has not been received and shall use all reasonable efforts publicly disclosed is reasonably likely to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4occur. (c) The Company may not include any Securities other than Registrable Shares and Primary Shares in any Demand Registration without the consent of the Requisite Stockholders; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and Primary Shares proposed to be included in such registration would materially adversely affect the offering and sale (including pricing) of all such Securities, then the number of Registrable Shares and Primary Shares proposed to be included in such registration shall be entitled included in the following order: (i) first, the Registrable Shares owned by the Stockholders, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; and (ii) second, the Primary Shares. (d) Notwithstanding anything contained herein to include the contrary, the Company shall not be required to effect more than one (1) registration of an offering of Registrable Shares on Form S-1 pursuant to Section 2(a). (e) The Requisite Stockholders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing. (f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the Registration Statement, withdraw its request to have its Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or waived; or (ii) any Registration Statement filed pursuant to this Section 2 is not declared effective for any reason, then in each such case such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2. (g) The Requisite Bond Stockholders shall have the right to terminate or withdraw any registration statement referred initiated pursuant to in this Section 42 by written notice to the Company delivered prior to the effectiveness of such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 2 if the Bond Stockholders within 30 days after the delivery of such written notice fully reimburse the Company for all costs, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold fees and expenses incurred by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, (including legal fees) in the opinion of the managing underwriter (if connection with such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldwithdrawn registration.

Required Registration. a. At the earlier of (ai) At any time after the date which is six (6) months from the date of this Agreement, any two (2) first anniversary of the three Closing Date (3as such term is defined in the Purchase Agreement), or (ii) at the time at which a demand to register other restricted stock of the Company (other than employee stock options on Form S-8) is made by the holders thereof, then one or more holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 2 and each of Sections 53, 12(a10(a) and 12(d10(d), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of such Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto to the terms of this Agreement shall be shares of the Company’s Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained hereinin this Agreement, no request may the Company shall not be made obligated to effect, nor to take any action to effect, any such registration requested pursuant to this Section 2 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 ninety (90) days after the effectiveness of, any registration of the Company’s securities other than a requested registration under this Section 4 within 180 days after 2 (including, without limitation, any Company-initiated registration under the effective date of a Securities Act on Form ▇-▇, ▇-▇ or S-3, or on any other current or successor Form under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such other (non-Section 2) registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedbecome effective. (b) b. Following receipt of any notice properly given by one or more requesting holders of Restricted Stock under this Section 42, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting holdersholder(s), the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may will designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two occasions one occasion only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received (and not subsequently rescinded) as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder(s), shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that all such shares shall have been sold pursuant thereto. c. The Company and any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the other holders of a majority of the shares of Restricted Common Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right Company shall permit to cause the Company to effect pursuant to this Section 4. (c) The Company participate shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting holdersholder(s), shares of Common Stock to be sold by the Company or such other holders for its their own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from 180 days following the date consummation of this a Qualified Public Offering (as defined in the Stock Purchase Agreement) and (ii) June 15, any two (2) 2001, the Investor Stockholders holding Restricted Stock constituting at least 66 2/3% of the three (3) holders total shares of Restricted Stock acting together as a group held by Investor Stockholders then outstanding, ITI or Casty may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the lesser of (i) 50% of the total shares of Restricted Stock originally issued to "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable registration prior to a holder Qualified Public Offering without the consent of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made required to file any registration statement under this Section 4 4, within 180 days such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement filed on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the Company covering a firm commitment managing underwriter of an underwritten public offering in which the holders of Restricted Stock offering, provided that such time period shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot exceed 180 days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter underwriter(s) of such offering, subject to the approval of by the holders of a majority of the shares of Restricted Stock proposed to be sold in such offering, which including the approval shall of holders of at least 66 2/3% of the shares of Restricted Stock proposed to be sold by Investor Stockholders, to be sold in such offering (such approval not to be unreasonably withheld, conditioned withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock proposed to be sold by the parties participating in the demand registration of Restricted Stock under this Section 4, pro rata based upon the number of shares of Restricted Stock proposed to be sold by such holders; and (ii) second securities held by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of the Investor Stockholders, ITI and Casty on two three occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in demand notices received as aforesaiddelivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares designated in the notice shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4, 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time beginning 180 days after the date which is six (6) months from Company=s initial underwritten public offering or, if earlier, on June 30, 2000, the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% a majority of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockissued. For purposes of this Section 4 and Sections 5, 12(a6, 14(b) and 12(d14(e), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon full conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Shares and/or Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and and/or Warrants shall be entitled to sell such Preferred Shares and and/or Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, offering the Company may will designate the managing underwriter of such offering, subject which managing underwriter shall be reasonably acceptable to the approval of the holders of a majority of the shares of holders selling Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, howeverall such shares shall have been sold pursuant thereto, that subject to any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4applicable underwriters= cutbacks. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby; provided, however, that if at the time any written request for registration is received by the Company pursuant to this Section 4, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 5 or 6 hereof rather than this Section 4, and the rights of the holders of Restricted Stock covered by such written request shall be governed by Section 5 or 6 hereof; provided, further, however, that if the Company does not file its registration statement within 90 days after such written request, the Company shall immediately thereafter file a registration statement pursuant to the written request in accordance with the provisions of this Section 4.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective and (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, the holders of Restricted Stock acting together as a group constituting at least 20% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a), 13(d) and 12(d13(g), the term "“Restricted Stock" ” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after July 23, 2008, the date which is six (6) months from the date holders of this Agreement, any two (2) a majority of the three (3) holders of Restricted Stock acting together as a group Conversion Shares, may request on two (2) separate occasions the Company to register some or all of their Registrable Securities under the Securities Act all or any portion of if the shares of Restricted Stock held by such requesting holders for sale in anticipated aggregate price to the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event public is not less than 1,500,000 shares of Restricted Stock$8,000,000. For purposes of this Section 4 and Sections 5, 12(aAny request for registration (“Registration Request”) and 12(d), shall specify (A) the term "Restricted Stock" shall be deemed to include the approximate number of shares of Restricted Stock which would Registrable Securities requested to be issuable to a holder registered and (B) the intended method of Preferred Shares upon conversion distribution of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedshares. (b) Following Within ten days after the receipt of any notice under this Section 4a Registration Request, the Company shall immediately notify all holders of Restricted Stock Registrable Securities (other than Registrable Securities held by Key Management and Principal Stockholders) from whom notice has not been received and shall use all reasonable efforts shall, subject to register the limitations of this Section 3.1, effect, as expeditiously as is reasonably possible the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock Registrable Securities specified in such notice (and in all notices received by the Company from other holders within 30 15 days after the giving of such notice by the Company). If such method of disposition In the event that any registration pursuant to this Section 3.1 shall be be, in whole or in part, an underwritten public offeringoffering of Common Stock, and the managing underwriters advise the Company in their opinion that the number of securities to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within the price range acceptable to the Company, then the number of Registrable Securities included in such offering may designate be reduced, prorate among the managing underwriter of Registrable Securities requested to be included in such offering. (c) The Company will have the right to select one or more underwriters to manage the offering, subject to the approval reasonable satisfaction of a majority in interest of the holders of a majority of the shares of Restricted Stock to be sold in such offeringConversion Shares initially requesting registration, which approval approval, if any be required, shall not be unreasonably withheld, conditioned withheld or delayed. ; provided, that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering of Common Stock, such firms shall be deemed acceptable unless a majority in interest of the holders the Conversion Shares initially requesting such registration shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. (d) The Company shall be obligated to register Restricted Stock effect a registration pursuant to this Section 4 3.1 on two occasions only, provided, however, that such obligation and shall not be deemed satisfied only when required to effect a registration if the Company delivers notice in writing to the holders of Registrable Securities within 30 days of any Registration Request of the Company’s intent to file a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4within 90 days. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 43.1, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and account but only to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), that such inclusion would will not adversely affect the marketing offering for the account of the Restricted Stock holders of Registrable Securities. Except for registration statements on Form ▇-▇, ▇-▇ or any successors thereto, the Company will not file with the Commission any other registration statement with respect to be soldits Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 3.1 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from after the date Company’s initial registration statement covering a public offering of this Agreement, any two (2) securities of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act shall have become effective and (ii) six months after the Company shall have initially become a reporting company under Section 12 of the Exchange Act, a Holder with a demand registration right (as set forth in Section 4(c)) may, by written notice to the Company (a “Demand Request”), request the Company to prepare and file a registration statement registering all or any a portion of the shares of Restricted Stock held Registrable Shares owned by such requesting holders Holder under the Securities Act on an appropriate form under the Securities Act (a “Demand Registration Statement”), in each case, for sale in the manner specified in type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415, if the Company is then permitted to rely upon such noticeRule), provided that the shares of Restricted Stock Registrable Shares for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock Registrable Shares held by such holders, but in any event not Holder issued and outstanding as of the date hereof if such Holder shall request the registration of less than 1,500,000 shares all Registrable Shares owned by such Holder (or any lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a) 6, 15 and 12(d)18, the term "Restricted Stock" solely for purposes of determining a percentage of Registrable Shares then outstanding, as of any date of determination, there shall be deemed to include outstanding the number of shares of Restricted Stock Warrant Shares and all Common Shares into which would be issuable to a holder of any Preferred Shares upon conversion of all shares of Preferred Stock held or other securities owned by such holder at such time and a Holder are then exercisable or then convertible, as the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, case may be; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Holders shall be entitled to (i) in the case of Preferred Shares, to sell such Preferred Shares and Warrants shares to the underwriters for conversion or exercise, respectively, and sale of the into shares of Common Stock issued which are then sold in the offering or (ii) in the case of Preferred Shares and the Warrant, make the conversion or exercise thereof, as the case may be, contingent upon conversion thereofthe Registration Statement for the offering being declared effective and the underwriting agreement being signed by the underwriters. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement Registration Statement filed by the Company solely for the account of the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock Holders shall have been entitled to join pursuant to Section 5 or Section 6 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock all Registrable Shares as to which registration shall have been requested. (b) Following receipt of any notice Demand Request under this Section 4, the Company shall immediately notify (each such notice, a “Demanded Registration Notice”) all holders Holders of Restricted Stock Registrable Shares (if any) from whom notice has the applicable Demand Request was not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersDemanded Registration Notice, the number of shares of Restricted Stock Registrable Shares specified in such notice Demanded Registration Notice (and in all notices received by the Company from other holders Holders within 30 days after the giving date of such notice by the CompanyDemanded Registration Notice). If such method of disposition shall be an underwritten public offering, Holders of a majority of the Company Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. . (c) The Company shall be obligated to register Restricted Stock Registrable Shares pursuant to this Section 4 on only two occasions onlywhere the Demand Request is initiated by Summit, two occasions where the Demand Request is initiated by SeaChange and two occasions where the Demand Request is initiated by LGIV, provided, however, that such obligation shall be deemed satisfied only when a registration statement Registration Statement covering at least all Registrable Shares specified in a Demand Request (and all notices in response to a Demanded Registration Notice) received by the lesser Company shall have become effective and, (A) if such method of (i) 50% of the total disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock originally issued shall have been sold pursuant thereto or (iiB) 75% if such method of disposition is not a firm commitment underwritten public offering, such Registration Statement has remained effective for a period of not less than 120 days (such 120-day period to be tolled during any period in which the prospectus included in a Registration Statement may not be used under the circumstances described in Section 7(a)(vi) or Section 17(c)) or, if shorter, until such time as all shares of Restricted Stock specified in notices received as aforesaid, covered thereby have been sold pursuant thereto. (d) The Company shall be entitled to include for sale in any Demand Registration Statement, whether for its own account or for the account of Other Stockholders, in accordance with the method of disposition specified by in the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holdersapplicable Demand Request, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if Stock. If such method of disposition shall be an underwritten public offeringoffering and the managing underwriter(s) advises the Company in writing that the number of Registrable Shares and Other Shares proposed to be registered exceeds the Maximum Number of Shares, then the following “cutback” rules shall apply: there will be included in such registration (x) first, (I) if the applicable Demand Request was made by Summit or LGIV in accordance with the provisions hereof, the shares requested to be included by the Holders, which shares shall be allocated, if the aggregate number of such shares exceeds the Maximum Number of Shares, pro rata among all Holders on the basis of the number of shares each Holder had originally requested to include in such registration, (II) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit exceeds the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, which shares shall be allocated pro rata among SeaChange and Summit on the basis of the number of shares each such Holder had originally requested to include in such registration, and (III) if the applicable Demand Request was made by SeaChange in accordance with the provisions hereof and the aggregate number of shares requested to be included by SeaChange and Summit does not exceed the Maximum Number of Shares, the shares requested to be included by SeaChange and Summit, and then the shares requested to be included by LGIV to the extent that such shares of LGIV may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, (y) second, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for its own account, the number of which shares may not exceed the difference between the Maximum Number of Shares and those shares proposed to be included pursuant to clause (x); and (z) third, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares of Common Stock that the Company proposes to issue for the account of any Other Stockholder pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in such registration. If a Demand Registration Statement involves an underwritten offering of Registrable Shares, then the Company and/or any Other Stockholders whose shares are included in such Demand Registration Statement shall sell their shares in the underwritten offering on the same terms and conditions as those applicable to the Registrable Shares. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of Other Stockholders, from the date of receipt of a Demand Request until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained herein, at any time prior to the effective time of a Demand Registration Statement, the Holder that submitted the Demand Request in respect of such registration statement may request withdrawal of, and the Company shall withdraw, such Demand Registration Statement. Any withdrawn Demand Registration Statement shall count towards one of the demand registrations of such Holder referred to in the first sentence of Section 4(c), unless the Holder(s) reimburse the Company for its reasonable out-of-pocket expenses incurred in connection with the preparation and filing of such inclusion would adversely affect withdrawn Demand Registration Statement (insofar as such expenses relate to the marketing registration of the Restricted Stock Registrable Shares). (f) The right of any Holder to be soldinitiate a Demand Request shall automatically terminate if such Holder no longer owns any Registrable Shares.

Required Registration. (a) At any time after the date which is six earlier of (6i) three months from after any registration statement covering the date initial public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, and (3ii) holders May 15, 2001, Senior Rights Holders holding at least 60% of the total shares of Restricted Stock acting together then held by Senior Rights Holders (in their capacity as a group such) may request on two (2) separate occasions the Company to register for sale under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that if the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants reasonably anticipated aggregate price to the underwriters for conversion or exercise, respectively, and public of such sale of the shares of Common Stock issued upon conversion thereofwould exceed $5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within 20 days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from requesting holdersSenior Rights Holders described in paragraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 20 days after the giving receipt of such notice by the Companysuch holders). If such method of disposition shall be an underwritten public offering, the Company Senior Rights Holders holding sixty percent (60%) of the shares of Restricted Stock requested to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders Company, (i) if the method of disposition is not a majority of the shares of Restricted Stock to be sold in such offeringfirm commitment underwriting, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in the original notices received as aforesaidpursuant to subsection (a) above, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective or (ii) if such method of disposition is a firm commitment underwritten public offering, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn when at the request of the holders of a majority least 75% of the shares of Restricted Stock originally requested to be registered included by the Senior Rights Holders shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect been sold pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby or 120 days after the effective date of such registration, whichever is later. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, after any shares to be sold by the Company and held by Junior Rights Holders have been excluded, shares to be sold by the Senior Rights Holders (in their capacity as such) shall be excluded in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock. (e) If the Company shall furnish to the holders of Restricted Stock a certificate 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, then the Company's obligation to use its best efforts to file a registration statement pursuant to this Section 4 shall be deferred for a period not to exceed 90 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12 month period.

Required Registration. (a) At Subject to the provisions of paragraph (e) below, at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the Restricted Stock outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 4, 5 or Section 56 hereof, the holders of Preferred Shares and the Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, exercise and the sale of the shares of Common Stock issued upon conversion thereofsuch exercise. Notwithstanding anything to For the contrary contained herein, no request may be made under this Section 4 within 180 days after purposes of calculating the effective date number of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the outstanding shares of Restricted Stock for purposes of this Section 4(a) and Section 13(d) hereof, holders of Senior Preferred Shares and the Warrants shall be treated as to which registration shall have been requestedthe holders of the number of Conversion Shares then issuable upon conversion of the Senior Preferred Shares and exercise of the Warrants. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and all other holders of Covered Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such requesting holders, the number of shares of Restricted Stock specified in such notice (and the number of shares of Covered Stock specified in all any notices received by the Company from other such holders of Covered Stock within 30 days after the giving their receipt of such notice by from the Company). If such ; provided, however, that if the proposed method of disposition specified by the requesting holders of Restricted Stock shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.the

Required Registration. (a) At Subject to the provisions of paragraph (e) below, at any time after the date which is six (6) months from second anniversary of the date of this Agreement, any two (2) hereof and prior to the fifth anniversary of the three (3) date hereof, the holders of Restricted Stock acting together as constituting at least a group majority of the Restricted Stock outstanding at such time may request on two (2) separate occasions in writing the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, provided further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, that (i) the holders aggregate number of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as so requested to which registration be registered shall have been requestednot be less than 3,333,333 shares, and (ii) the reasonably anticipated price to the public of such shares shall be at least $37,500,000. (b) Following As soon as practicable following receipt of any written notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received received, and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such requesting holders, the number of shares of Restricted Stock specified in such notice (and the number of shares of Restricted Stock specified in all any notices received by the Company from other such holders of Restricted Stock within 30 days after the giving of date such notice was sent by the Company); provided, however, that if the proposed method of disposition specified by the requesting holders of Restricted Stock shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholders of Restricted Stock, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun either (i) all such shares shall have been sold pursuant to this Section 4 which thereto or (ii) if such number of shares registered for sale in such underwritten public offering is subsequently withdrawn at reduced upon the request advice of the holders managing underwriter thereof as described above, not less than 75% of a majority of all the shares of Restricted Stock that was requested to be registered included in such underwriting shall count toward such two registration statements which have been sold pursuant thereto, as the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4case may be. (c) In the event that the Board of Directors of the Company determines in good faith that the filing of a registration statement pursuant hereto would be detrimental to the Company, the Board of Directors may defer such filing for a period not to exceed 180 days. The Board of Directors may not effect more than 180 days of deferral during any twelve-month period. The Company's Board of Directors agrees to notify as soon as practicable all holders of Restricted Stock who requested registration of any such deferral, and shall provide to such holders a reasonably complete explanation therefor. 4 (d) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be in an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. (e) Notwithstanding anything to the contrary contained herein, the Company shall be obligated to register Restricted Stock pursuant to this Section 4 on only one occasion. (f) A registration will not be considered to be registration under this Section 4 unless it has been kept continuously effective for a period of at least 90 days following the date on which such registration was declared effective or such shorter period that will terminate when all the Restricted Stock covered by the registration have been sold pursuant to the terms of such registration.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such shares of Restricted Stock for which registration has been requested shall constitute be at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock$5,000,000. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall (in addition to any other notices required to be made by the Company hereunder or otherwise) immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 7580% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others for other securityholders of the Company (including Common Shares) except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold, provided that if, after all shares of Common Stock to be sold by the Company and by security holders of the Company other than (i) the holders of Restricted Stock and (ii) the holders of Common Shares have been excluded from the registration statement, an additional reduction of the number of shares is required by the managing underwriter, 80% of such reduction shall be made out of the Common Shares and 20% of such reduction shall be made out of the Restricted Stock requested to be included in such offering. Any reductions in shares of Restricted Stock or Common Shares shall be made pro rata among the holders of Restricted Stock and/or Common Shares requesting registration hereunder, as the case may be, based upon such holder's percentage of the total number of shares of Restricted Stock or Common Shares (as the case may be) held by all requesting holders. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration as determined pursuant to Section 7(b) hereof.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from the date after any registration statement covering an initial public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective or (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, the holders of Restricted Stock acting together as a group Conversion Shares constituting at least 30% of the total shares of Conversion Shares then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Conversion Shares held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock Conversion Shares for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock Conversion Shares originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock Conversion Shares then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $10,000,000). For purposes of this Section 4 and Sections 55 and 6, 12(a) the term "Conversion Shares" shall be deemed to include the number of Conversion Shares which would be issuable to a holder of Preferred Shares upon the conversion of all Preferred Shares held by such holder at such time, and 12(dfor purposes of Section 13(a), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock Conversion Shares which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto to Sections 4, 5 or 6 shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock Conversion Shares shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock Conversion Shares from whom notice has not been received and shall use all reasonable its best efforts to register within 30 days of such notice (unless the Company is required to conduct an audit of its financial statements, in which case the Company shall use its best efforts to effect such registration as promptly as is practical after such 30-day period) under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock Conversion Shares specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of Conversion Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock Conversion Shares pursuant to this Section 4 on two four occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock all Conversion Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any all such shares shall have been sold pursuant thereto. If a registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at an underwritten public offering and the request managing underwriter advises the Company in writing that in its opinion the inclusion of the holders number of Conversion Shares creates a majority substantial risk that the price per share of Common Stock will be reduced, the number of shares of Restricted Stock Conversion Shares to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4included therein). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to the provisions of paragraph (e) below, following the expiration of thirty (30) months after the Initial Closing Date, or, if earlier, the date on which the Company completes an Initial Public Offering (as defined in the Purchase Agreement), at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the Restricted Stock outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such noticenotice PROVIDED, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; PROVIDED, and providedFURTHER, furtherHOWEVER, however, that, that in any underwritten such case the reasonably anticipated aggregate price to the public offering contemplated of the shares to be so registered shall not be less than $10,000,000. For the purposes of calculating the holdings of outstanding Restricted Stock by holders of Preferred Stock for purposes of this Section 4 or 4(a) and Section 513(d), (i) holders of Series A Preferred Stock shall be treated as the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale number of the shares of Common Conversion Stock issued then issuable upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted such shares and (ii) Series B Preferred Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot be counted. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and any holders of Founders Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other such holders of Restricted Stock and holders of Founders Stock, as the case may be, within 30 20 days after the giving their receipt of such notice by from the Company); PROVIDED, HOWEVER, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock or Founders Stock or both, as the case may be, to be included in such an offering may be reduced (first, PRO RATA among the requesting holders of Founders Stock based on the number of shares of Founders Stock so requested to be registered and second, PRO RATA among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effectiveeffective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; providedPROVIDED, further, howeverHOWEVER, that if such notice is given and such a registration statement shall have been filed under the Securities Act and the registration is thereafter terminated for any reason other than a determination by the Company not to proceed with the same, then, unless the requesting holders shall pay all Registration Expenses (as defined herein) in connection therewith, such attempted registration proceeding begun shall count as a required registration pursuant to this Section 4 which is subsequently withdrawn at the request of by the holders of a majority Restricted Stock, requesting the same for purposes of the shares of Restricted Stock requested to be registered shall count toward such two registration statements paragraph (e) below, in which the holders of the shares of Restricted Stock have the right to cause event, the Company to effect will permit such parties an additional registration pursuant to this Section 4, in which all Registration Expenses (as well as all Selling Expenses) will be paid by the requesting holders. (c) In the event that the Board of Directors of the Company determines in good faith that the filing of a registration statement pursuant hereto would be detrimental to the Company, the Board of Directors may defer such filing for a period not to exceed sixty (60) days. The Board of Directors may not effect more than one such deferral during any twelve month period. The Board of Directors agrees to promptly notify all holders of Restricted Stock of any such deferral, and shall provide to such holders a reasonably complete explanation therefor. (d) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained herein, the Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together constituting at least a majority of the total Restricted Stock outstanding at such time (treating for the purpose of such computation the holders of Convertible Preferred Shares as a group the holders of the Conversion Shares then issuable upon conversion of such Convertible Preferred Shares) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Upon receipt of any notice under this Section 44(a), the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and holders of Founders Stock and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders and holders of Founders Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in (treating for the purpose of such offeringcomputation the holders of Convertible Preferred Shares as the holders of the Conversion Shares then issuable upon conversion of such Convertible Preferred Shares), which approval shall not be unreasonably withheld, conditioned or delayedand (ii) as and to the extent that, in the opinion of the managing underwriter, the Founders Stock so requested to be registered (together with any Warrant Shares which have requested to be registered in such offering in accordance with the Warrant Agreement) would adversely affect the marketing of the Restricted Stock so requested to be registered, the number of shares of Founders Stock (and the number of Warrant Shares) so requested to be included shall be reduced pro rata among the requesting holders of Founders Stock (and the requesting holders of Warrant Shares) based upon the number of shares of Founders Stock (and the number of Warrant Shares) so requested to be registered. The Company shall be obligated to register Restricted Stock and Founders Stock pursuant to this Section 4 4(a) on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock and Founders Stock (if any) to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company will be entitled, once in any one year period, to postpone the filing period (or suspend the effectiveness) of any registration of the Restricted Stock (and Founders Stock and/or Warrant Shares (if any), as the case may be) pursuant to this Section 4 for a reasonable period of time not in excess of 90 calendar days, if the Board of Directors of the Company determines, in its reasonable business judgment, that such registration and offering could materially interfere with bonafide financing or other material business plans of the Company (other than a planned public offering of securities by the Company for cash) or would require disclosure of information, the premature disclosure of which would, in the Board of Directors’ reasonable business judgment, materially and adversely affect the Company. If the Company postpones the filing of a registration statement (or suspends its effectiveness) pursuant to this Section 4, it will promptly notify, in writing, the holders of Restricted Stock (and Founders Stock and/or Warrant Shares (if any), as the case may be), that requested such registration when the events or circumstances permitting such postponement have ended.

Required Registration. (a) At If the Company shall receive from a majority in interest of the ▇▇▇▇▇ Holders, a majority in interest of the Metalmark Holders or a majority in interest of the JVL Holders, at any time after time, a written request that the date which is six (6) months from Company file a registration statement with respect to such Stockholders’ Registrable Shares, then the date Company shall, within ten days of the receipt thereof, give written notice of such request to all Stockholders, and subject to the limitations of this AgreementSection 3.1, any two (2) of use its commercially reasonable efforts to effect, as soon as reasonably practicable, the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register registration under the Securities Act all or any portion of the shares sale of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided all Registrable Shares that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued Stockholders request to such holdersbe registered, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include pro rata based upon the number of shares Registrable Shares owned by each such Stockholder requesting inclusion at the time of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, registration; provided however, that if the only securities which managing underwriter, if any, advises the Company shall be required to register pursuant hereto shall be shares in writing that the inclusion of Common Stockall Primary Shares, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Registrable Shares and Warrants shall Other Shares requested to be entitled included in such registration would interfere with the successful marketing (within a price range acceptable to sell such Preferred Shares and Warrants to the underwriters holders a majority of Registrable Securities that have been requested for conversion or exercise, respectively, and sale inclusion) of the shares of Common Stock issued proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the order set forth below: (i) first, the Registrable Shares owned by the Stockholders requesting that their Registrable Shares be included in such registration pursuant to the terms of this Section 3.1, pro rata based upon conversion thereof. the number of Registrable Shares owned by each such Stockholder requesting inclusion at the time of such registration; (ii) second, the Primary Shares; and (iii) third, the Other Shares. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, no a Stockholder may request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by that the Company covering register the sale of such Registrable Shares on an appropriate form, including a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent Shelf Registration Statement (50%) of the shares of Restricted Stock so long as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall is eligible to use all reasonable efforts to register under the Securities ActForm S-3) and, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by if the Company from other holders within 30 days after the giving of such notice by the Company)is a WKSI, an Automatic Shelf Registration Statement. If such method of disposition All long-form registrations shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders registrations. The Stockholders of a majority of the shares Registrable Shares initially requesting registration hereunder shall have the right to select the investment banker(s) and manager(s) to administer the offering with the consent of Restricted Stock to be sold in such offering, the Company (which approval consent shall not be unreasonably withheld, conditioned or delayed). The Company shall not be obligated to register Restricted Stock take any action to effect any registration under this Section 3.1: (i) if the request comes from a majority in interest of the Metalmark Holders, after it has effected two such registrations pursuant to this Section 4 3.1 on two occasions onlybehalf of the Metalmark Holders on or after the date hereof; provided, however, that a majority in interest of the Metalmark Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the Metalmark Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (ii) if the request comes from a majority in interest of the ▇▇▇▇▇ Holders, after it has effected three such registrations pursuant to this Section 3.1 on behalf of the ▇▇▇▇▇ Holders on or after the date hereof; provided, however, that a majority in interest of the ▇▇▇▇▇ Holders shall be permitted an unlimited amount of requests for registration on a Form S-3 so long as the Company is eligible to use Form S-3; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the ▇▇▇▇▇ Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (iii) if the request comes from a majority in interest of the JVL Holders, after it has effected one such registration pursuant to this Section 3.1 on behalf of the JVL Holders on or after the date hereof; provided further that a registration shall not count as one of the permitted registrations pursuant to this Section 3.1 unless the JVL Holders are able to register and sell at least 80% of the Registrable Shares they requested to be included in such registration; (iv) within one hundred 180 days of a registration pursuant to this Section 3.1 that has been declared or ordered effective; (v) during the period starting with the date 60 days prior to its good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of Securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (vi) where the registration is on a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than $25,000,000; (vii) where the registration is on a form other than a Form S-3 and the anticipated aggregate offering price of all Securities included in such offering is equal to or less than $50,000,000; or (viii) if the Company shall furnish to such Stockholders a certificate signed by the CEO or President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its equity holders for such registration statement to be filed at the time 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 120 days after receipt of the request of the Stockholders; provided that the Company shall not defer its obligation in this manner more than once in any 12 month period; provided further that in such event, the Stockholders of Registrable Securities initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations hereunder. (c) At any time before the registration statement covering such Registrable Shares becomes effective, the Stockholder so requesting such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, in each case as determined by such Stockholder, in good faith (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by such Stockholder at the time their request was made, or other material facts not known at the time such request was made, or (ii) a material adverse change in the financial markets, such Stockholder shall be deemed to have used one of its registration rights under Section 3.1(b); provided, however, that such obligation withdrawn registration shall be deemed satisfied only not count as a requested registration pursuant to Section 3.1(b) if the Company shall have been reimbursed (in the absence of any agreement to the contrary, pro rata by such Stockholder, as applicable) for all out-of-pocket expenses incurred by the Company in connection with such withdrawn registration. (d) To the extent an Automatic Shelf Registration Statement has been filed under Section 3.1, the Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration Statement is required to remain effective. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new Automatic Shelf Registration Statement covering the Registrable Securities that remain unsold. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement covering at least effective during the lesser of period during which such registration statement is required to be kept effective. (e) If, after it has become effective, (i) 50% such registration statement has not been kept continuously effective for a period of at least 180 days (or such shorter period which will terminate when all the total shares of Restricted Stock originally issued or Registrable Shares covered by such registration statement have been sold pursuant thereto), (ii) 75% such registration requested pursuant to Section 3.1(a) becomes subject to any stop order, injunction or other order or requirement of the shares of Restricted Stock Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in notices received as aforesaidthe purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived, for sale in accordance with the method other than by reason of disposition specified some act or omission by the Stockholder requesting holdersregistration, such registration shall have become effective; provided, further, however, that any not count as a requested registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 43.1(b). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At If ABIOMED for itself or any of its security holders shall at any time or times after the date which is six (6) months from first anniversary of the date of this Agreement, any two (2) hereof and prior to the seventh anniversary of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company date hereof determine to register under the Securities Act all any shares of Common Stock for an underwritten public offering other than (a) the registration of an offer and sale of securities to employees of, or any portion other persons providing services to ABIOMED pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or (b) relating to a merger, acquisition or other transaction of the shares type described in Rule 145 under the Securities Act or comparable rule, registered on Form S-4 or similar form, ABIOMED will notify each Holder in each case of Restricted Stock held by such requesting holders for sale determination at least ten (10) days prior to the filing of such registration statement, and upon the request of a Holder given in writing within five days after the manner specified in date of such notice, provided ABIOMED will use commercially reasonable efforts as soon as practicable thereafter to cause any of the Shares specified by such Holder to be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter determines and advises in writing that the inclusion of all Shares of such requesting Holders and all shares of Restricted ABIOMED's Common Stock to be offered by ABIOMED and by Other Holders, whether covered by requests for which registration has been requested shall constitute at least or otherwise included, would interfere with the lesser of (i) 50% marketing of the total shares of Restricted Stock originally issued securities to such holdersbe sold by ABIOMED, or (ii) if the remaining shares registration is at the request of Restricted Stock held a person or persons with a right to require registration, by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include that person or persons; then the number of shares of Restricted Common Stock which would otherwise to be issuable included in the registration statement by Holders and Other Holders shall be reduced as follows: (i) there shall first be excluded shares proposed to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held be included by Other Holders not possessing legal rights to include the same pursuant to this section or any similar provision; and (ii) any further reduction shall be pro rata among such holder at Holders and Other Holders (having such time and legal rights) in proportion to the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration is requested by each; provided however, that there shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale be no reduction in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of included therein (ix) 50% of the total shares of Restricted Stock originally issued by ABIOMED or (iiy) 75% of if the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of a person or persons with a right to require such registration, by that person or persons. For purposes of making any such reduction, each holder (whether a Holder or Other Holder) which is a partnership, together with the holders affiliates, partners and retired partners of a majority such holder, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the shares of Restricted Stock requested foregoing persons shall be deemed to be registered shall count toward a single holder and any pro rata reduction with respect to such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company holder shall be entitled based upon the aggregate amount of Shares sought to include be sold by all entities and individuals so included in any such holder, and the aggregate reduction so allocated to such holder shall be allocated among the entities and individuals included in such holder in such manner as such partnership may reasonably determine. If the managing underwriter determines and advises in writing that the inclusion in the registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, any shares of Common Stock to be sold by stockholders of ABIOMED would interfere with the Company for its own account, or any issued and outstanding shares marketing of Common Stock the securities to be sold by others except as and ABIOMED, no notice need be given to any Holder pursuant to the extent that, first sentence of this section and no Holder will have the right to include its Shares in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldregistration statement.

Required Registration. (a) At If at any time after the date which is six (6) months from Corporation shall be requested by NEPA to effect the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register registration under the Securities Act of Restricted Shares, the Corporation shall promptly give written notice of such proposed registration to all or any portion holders of outstanding Restricted Securities, and thereupon the Corporation shall promptly use its best efforts as expeditiously as practicable to effect the registration under the Securities Act of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Shares that the shares of Restricted Stock for which registration Corporation has been requested shall constitute at least to register for disposition described in the lesser request of (i) 50% of the total shares said holder or holders of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Securities; provided, however, that the only securities Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) The Corporation shall not be obligated to file and cause to become effective more than one registration statements in which Restricted Shares are registered under the Company shall be required Securities Act pursuant to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares 10.5 and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedsold thereunder. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject Anything contained herein to the approval of the holders of a majority of the shares of Restricted Stock contrary notwithstanding, with respect to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock each registration requested pursuant to this Section 4 on two occasions only10.5, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to Corporation may include in such registration any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; provided, however, that if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares registered by the holder or holders of outstanding Restricted Securities requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 10.6; provided further, however, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to in such registration shall not prevent the extent thatholder or holders of outstanding Restricted Securities requesting such registration from registering the entire number of Restricted Shares requested by them and, in the opinion of event the registration is, in whole or in part, an underwritten public offering and the managing underwriter determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by the Corporation and/or issued and outstanding shares of Common Stock by persons other than the holders of Restricted Securities proposed to be included in such registration would interfere with the successful marketing (if including pricing) of such method securities, then the number of disposition Restricted Shares and such other previously authorized but unissued shares of Common Stock proposed to be included by the Corporation and issued and outstanding shares of Common Stock proposed to be included by persons other than the holders of Restricted Securities shall be an underwritten public offering)reduced, such inclusion would adversely affect first, pro rata among the marketing Corporation and the holders of shares of Common Stock other than the holders of Restricted Stock Securities, based upon the number of shares requested by holders thereof to be soldregistered in such offering, and, thereafter, if necessary, pro rata among the holders of Restricted Securities, based upon the number of Restricted Securities then owned by the holders thereof.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company Subject to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d6.1(b), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 later than 75 days after the effective date Closing Date, subject to receipt of necessary information from the Purchasers, prepare and file with the SEC a registration statement filed by covering the Company covering a firm commitment underwritten public offering in which the holders resale of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) all of the shares of Restricted Stock as to which registration shall have been requestedRegistrable Securities (the “Registration Statement”). (b) Following receipt Notwithstanding anything herein to the contrary, in the event that the Company, in its sole discretion, decides to limit the amount of any notice under this Section 4shares of Common Stock that may be included in the Registration Statement (such number of shares of Common Stock which the Company decides to include in the Registration Statement, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders“Allowable Maximum”), the number of shares of Restricted Stock specified Registrable Securities sought to be included in such notice (the Registration Statement shall be cutback and in all notices received by removed from the Company from other holders within 30 days after Registration Statement until the giving aggregate number of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock Registrable Securities to be sold included in such offering, which approval shall not the Registration Statement equals the Allowable Maximum. Such cutbacks will be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least in the lesser of following order: (i) 50% first there shall be excluded any securities of the total shares of Restricted Stock originally issued Company included or (ii) 75% of to be included in the shares of Restricted Stock specified in notices received as aforesaidRegistration Statement, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun whether pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock piggyback or demand registration rights or otherwise requested to be registered shall count toward such two registration statements which included, other than the holders of Registrable Securities, the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by issued to the Company for its own accountPlacement Agents (the “Placement Agents Shares”), or any issued and outstanding the shares of Common Stock underlying the warrant(s) to be sold by others except as and issued to the extent thatPlacement Agents (the “Placement Agents Warrant Shares”); next (ii) the Placement Agents Warrant Shares shall be excluded; next (iii) the Placement Agents Shares shall be excluded; next (iv) the Warrant Shares shall be excluded; and next (v) the Shares shall be excluded, until the Allowable Maximum is not exceeded. Except as specified in the opinion preceding sentence, any required cutbacks within each of the managing underwriter (if such method of disposition Sections 6.1(b)(iv) and 6.1(b)(v) shall be an underwritten public offering)applied to such Holders pro rata in accordance with the number of Warrant Shares or Shares, respectively, then-held by such inclusion would adversely affect the marketing of the Restricted Stock Holders and sought to be soldincluded in such Registration Statement.

Required Registration. (a) At any time after the date which is six (6) months from the date of this AgreementCompany's Initial Public Offering, any two (2) of the three (3) one or more holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $2,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time; PROVIDED, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, PROVIDED further that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale (in such public offering) of the shares of Common Stock issued upon conversion thereof. . (b) Notwithstanding anything to the contrary contained hereinin this Section 4, no request may be made under this Section 4 within 180 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (bc) Further notwithstanding anything to the contrary contained in this Section 4, if the Company shall furnish to the holders of Restricted Stock requesting any registration pursuant to this Section 4 a certificate signed by the President of the Company stating that, in the judgment of the Board of Directors of the Company, it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, the Company's obligation to effect such a registration shall be deferred for a period not to exceed 90 days from the date of receipt by the Company of such holders', request. (d) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received received, and such holders shall be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. . (e) The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, on only two occasions only(2)occasions; PROVIDED, provided, howeverHOWEVER, that such obligation shall be deemed satisfied only when a only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (cf) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. (g) Except for registration statements on Forms ▇-▇, ▇-▇ or any successor-forms thereto, and unless the Company has previously given the notice referred to in Section 5, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six Company's Initial --------------------- Public Offering, one or more Holders of Restricted Stock constituting at least thirty percent (6) months from the date of this Agreement, any two (230%) of the three (3) holders total shares of Restricted Stock acting together as a group then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders Holder or Holders ("Initiating Holders") for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For ------------------ purposes of this Section 4 and Sections 5, 12(a) and 12(d)Agreement, the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Series B, Series C, Series C-1, Series D or Series E Preferred Shares Stock upon conversion of all shares of Series B, Series C, Series C-1, Series D or Series E Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, ; however, -------- ------- that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, ; and provided, further, however, provided further that, in -------- ------- any underwritten public offering contemplated by this Section 4 or Section 5, the holders Holders of Series B, Series C, Series C-1, Series D and Series E Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants stock to the underwriters for conversion or exercise, respectively, and sale (in such public offering) of the shares of Common Stock issued upon conversion thereof. . (b) Notwithstanding anything to the contrary contained hereinin this Section 4, no request may be made under this Section 4 within 180 one hundred eighty (180) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders Holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (bc) If at the time of any request to register Restricted Stock pursuant to this Section 4, (i) the Company is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a registered public offering of its securities, (ii) the Company is in possession of material non- public information the public disclosure of which, in the good faith determination of the Company's Board of Directors, would materially and adversely affect the Company, (iii) the Company shall have delivered to the Holders of Restricted Stock that have requested a registration a certificate of an officer of the Company to the effect that, on the advice of counsel, the Company believes such delay is necessary to comply with Regulation M under the Exchange Act, or (iv) the Company is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of one hundred twenty (120) days from the time of such request to register Restricted Stock pursuant to this Section 4; provided, however, that such right to delay a request may be exercised by the Company not more than once in any twelve-month period. Such delay, however, shall not in any way restrict the Holders from exercising piggyback registration rights under Section 5 during such period. (d) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders Holders of Restricted Stock from whom notice has not been received received, and such Holders shall be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from requesting holdersHolders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders Holders within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company Holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding any other provision of this Section 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 Restricted Stock which would otherwise be underwritten pursuant hereto, and the number of shares of Restricted Stock that may be 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 Restricted Stock of the Company owned by each Holder; provided, however, that the number of shares -------- ------- of Restricted Stock to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; provided, further, that in the case of a registration that is requested by the -------- ------- holders of Restricted Stock pursuant to Section 3.1 of that certain Third Amended and Restated Stockholders Agreement, the shares of Restricted Stock that are issuable upon conversion of the Series E Preferred Stock shall not be excluded from the underwriting. (e) The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, on only two occasions only, (2) occasions; provided, however, that -------- ------- such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, Holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any all such shares shall have been sold pursuant thereto. The Company shall not be required to effect a registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at unless the request market value of the holders of a majority of the shares any offering and registration of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect made pursuant to this Section 44 is at least $5,000,000, before calculation of underwriting discounts and commissions. (cf) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holdersHolders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. (g) Except for registration statements on Form ▇-▇, ▇-▇ or any successor forms thereto, and unless the Company (i) has previously given the notice referred to in Section 5 or (ii) has exercised its rights to delay a requested registration under Section 4(c)(i) and within the time period prescribed in Section 4(c) files a registration statement with respect to a registered public offering of its securities, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from the date after the 180th day after the date on which the Initial Public Offering shall have become effective, and (ii) January 22, 2004: either (x) the Holders of this Agreement, any two at least fifteen percent (215%) of the three total Series B Conversion Shares then outstanding or, if the Initial Public Offering shall not have been consummated, the Holders of at least forty percent (340%) holders of Restricted Stock acting the total Series B Conversion Shares then outstanding (the "Series B Initiating Holder(s)"); or (y) the Holders of at least fifteen percent (15%) of the total Series C Conversion Shares then outstanding or, if the Initial Public Offering shall not have been consummated, the Holders of at least forty percent (40%) of the total Series C Conversion Shares then outstanding (the "Series C Initiating Holder(s)" and, together as a group with the Series B Initiating Holder(s), the "Initiating Holder(s)"), may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock Registrable Securities held by such requesting holders Initiating Holder(s) for sale in the manner specified in such notice; provided, provided however, that the shares reasonably anticipated aggregate offering price to the public of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, Registrable Securities equals or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockexceeds $15,000,000. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d)13(d) hereof, the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6 hereof, the holders of Series B Preferred Shares and Warrants Stock or Series C Preferred Stock shall be entitled to sell such Series B Preferred Shares and Warrants Stock or Series C Preferred Stock, as the case may be, to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately promptly notify (i) all holders Holders of Restricted Stock Registrable Securities from whom notice has not been received and (ii) Series A Holders, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersthe Initiating Holder(s), the number of shares of Restricted Common Stock specified in such notice (and in all notices received by the Company from other holders Holders and Series A Holders) within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold limitations contained in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i4(c) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.-4

Required Registration. (a) At any time after following the date which that is six the earlier of (6i) months from the fifth anniversary of the date of this the First Tranche Closing (as defined under the Purchase Agreement) and (ii) six months following the closing of a Qualified Public Offering, any two (2) if the Corporation shall be requested by holders of at least a majority of the three combined voting power of the outstanding Restricted Securities (3based on the underlying Common Stock for which the Restricted Securities are convertible or exercisable) holders of Restricted Stock acting together as a group may request on two (2) separate occasions to effect the Company to register registration under the Securities Act all or any portion of at least 30% of the shares outstanding Restricted Shares or such lesser amount of Restricted Stock held by Shares if the anticipated aggregate offering price would exceed $10,000,000, then the Corporation shall promptly give written notice of such requesting proposed registration to all holders for sale in of Restricted Securities, and thereupon the manner specified in such notice, provided Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Shares that the shares of Restricted Stock for which registration Corporation has been requested shall constitute at least to register for disposition as described in the lesser request of (i) 50% of the total shares such holders of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but Securities and in any event not less than 1,500,000 shares response received from any of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such the written notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, Corporation; provided, however, that such obligation the Corporation shall not be deemed satisfied only when a obligated to effect any registration statement covering at least under the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale Securities Act except in accordance with the method following provisions and Section 3.6: (a) Subject to Section 3.6, the Corporation shall not be obligated to file and cause to become effective more than two registration statements in which Restricted Shares are registered under the Securities Act pursuant to this Section 3.4, if all of disposition specified the Restricted Shares offered pursuant to such registration statements are sold thereunder upon the price and terms offered or if registration on a Form S-3 is available. Notwithstanding anything in this Section 3 to the contrary, if the Corporation shall furnish to the holders of Restricted Securities who request registration hereunder a certificate signed by the requesting holdersPresident or Chief Executive Officer of the Corporation stating that the Board of Directors of the Corporation has made the good faith determination (i) that use or continued use by the holders of the registration statement filed by the Corporation pursuant to this Section 3 for purposes of effecting offers or sales of Restricted Securities pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning the Corporation, (ii) that such premature disclosure would be materially adverse to the Corporation, its business or prospects or any such proposed material transaction would make the successful consummation by the Corporation of any such material transaction significantly less likely, and (iii) that it is therefore essential to delay or suspend the use by the holders of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Restricted Securities pursuant thereto, then the right of the holders to use such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Restricted Securities pursuant thereto shall have become effectivebe delayed and/or suspended for a period (the “Suspension Period”) of not more than 90 days after delivery by the Corporation of the certificate referred to above in this Section 3.4(a). During the Suspension Period, the Corporation shall not be obligated to file any registration statement and/or the holders shall not offer or sell any Restricted Securities pursuant to or in reliance upon such registration statement (or the prospectus relating thereto). The Corporation agrees that, as promptly as practicable after the consummation, abandonment or public disclosure of the event or transaction that caused the Corporation to delay or suspend the use of the registration statement (and the prospectus relating thereto), the Corporation will provide the holders with revised prospectuses, if required, and will notify the Series C Holders and Series B Holders of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon such registration statement. The Corporation shall not deliver a certificate causing a Suspension Period more than twice in any twelve (12) month period; provided, further, however, that the Suspension Period shall not exceed ninety (90) days in the aggregate in any twelve (12) month period. (b) Notwithstanding the foregoing, the Corporation may include in each such registration proceeding begun requested pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in 3.4 any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares requested by the holders of Restricted Shares requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 3.5; and provided further, however, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to the extent thatin such registration does not adversely affect, in the sole opinion of the managing underwriter (if holders of Restricted Securities requesting such method of disposition shall be an underwritten public offering)registration, such inclusion would adversely affect the marketing ability of the holders of Restricted Stock Securities requesting such registration to be soldmarket the entire number of Restricted Shares requested by them.

Required Registration. (a) At any time after the date which is six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities on behalf of the three (3) Company under the Securities Act shall have become effective, the holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted 4 Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holdersholder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $2,000,000), but in any event and, provided, further that the Company shall not less be obligated to effect more than 1,500,000 shares of Restricted Stocktwo registrations under this Section 5(a). For purposes of this Section 4 5 and Sections 56, 12(a7, 14(a) and 12(d14(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon or exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 5 or Section 5Sections 6 and 7, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, exercise and sale of the shares of Common Stock issued upon conversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 5 within 180 90 days after the effective date of a registration statement filed by the Company covering a firm commitment an underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 sections 6 or 7 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 45, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 5 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective 5 and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At If at any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d)time, the term "Restricted Stock" Corporation shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held requested by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least more than fifty percent (50%) of all Restricted Securities at the shares time outstanding to effect the registration under the Securities Act of Restricted Stock as the Reserved Shares, (assuming the conversion of all Preferred Stock) the Corporation shall promptly give written notice of such proposed registration to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of outstanding Restricted Stock from whom notice has not been received Securities, and thereupon the Corporation shall promptly use all reasonable its best efforts to register effect the registration under the Securities Act, Act of the Reserved Shares which the Corporation has been requested to register for public sale disposition described in accordance with the method request of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (said holder or holders and in all notices any response received by the Company from other holders within 30 45 days after the giving of such the written notice by the Company). If such method of disposition shall be an underwritten public offeringCorporation; PROVIDED, the Company may designate the managing underwriter of such offeringHOWEVER, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval that: (i) The Corporation shall not be unreasonably withheldobligated to file and use its best efforts to cause to become effective any registration statement on or before the earlier of (a) February 1, conditioned 2001 or delayed. (b) 180 days after the consummation of a public offering of shares of Common Stock for cash registered under the Securities Act but excluding the registration of equity securities issued or issuable pursuant to any employee stock options, stock purchasers, stock bonus or similar plan or pursuant to a merger, exchange, offer or transaction of the type specified in paragraph (a) of Rule 145 under the Securities Act. (ii) The Company Corporation shall not be obligated to register Restricted Stock file and use its best efforts to cause to become effective more than two registration statements in which Reserved Shares are registered under the Securities Act pursuant to this Section 4 on two occasions only5; PROVIDED, provided, howeverHOWEVER, that if Form S-3 is available to the Corporation for the registration of such obligation Reserved Shares, the holders of such Reserved Shares shall be deemed satisfied only when a registration statement covering entitled to an unlimited number of such registrations on Form S-3 (provided that the aggregate amount of the proceeds of any such S-3 offering is at least $1,500,000); and (iii) Anything contained herein to the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaidcontrary notwithstanding, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any respect to each registration proceeding begun requested pursuant to this Section 4 which is subsequently withdrawn at 5, the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to Corporation may include in such registration any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; PROVIDED, HOWEVER, that if the number of shares of Common Stock so included pursuant to this clause (iii) exceeds the number of shares registered by the holder or holders of outstanding Reserved Shares requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 6 of this Agreement and shall not count against the limit in Section 5(ii) of this Agreement; PROVIDED FURTHER, HOWEVER, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to in such registration shall not prevent the extent thatholders of outstanding Restricted Securities requesting such registration from registering the entire number of Reserved Shares requested by them and, in the opinion of event the registration is, in whole or in part, an underwritten public offering and the managing underwriter determines and advises in writing that the inclusion of all Reserved Shares proposed to be included in such registration and such previously authorized but unissued shares of Common Stock by the Corporation and/or issued and outstanding shares of Common Stock by persons other than the holders of Restricted Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of such securities, then such other previously authorized but unissued shares of Common Stock proposed to be included by the Corporation and issued and outstanding shares of Common Stock proposed to be included by persons other than the holders of Restricted Securities shall be reduced or excluded from such registration (as the case may be); PROVIDED, HOWEVER, that this Section shall not be construed so as to require the exclusion of any Prior Warrant Shares from any offering if such method exclusion would conflict with the terms of disposition the Prior Warrants and this Section shall not be construed so as to require the exclusion of any Series B or Series C Common Stock before the exclusion of the Reserved Shares. If the inclusion of all such Reserved Shares would still nevertheless so interfere with the successful marketing of such securities, then the number of shares to be registered shall be an underwritten public offering), such inclusion would adversely affect reduced PRO RATA among the marketing holders of the Restricted Stock to be soldReserved Shares; PROVIDED, HOWEVER, that if the amount of Reserved Shares is reduced by more than 25%, then such offering shall not count against the limit in Section 5(ii).

Required Registration. (a) At any time after the date which is six (6) months from Effective Date, the date holders of this Agreement, any two (2) a majority of the three (3) holders of outstanding Restricted Stock acting together as a group then held by the Schedule I Purchasers may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; PROVIDED, provided HOWEVER, that the shares of Restricted Stock for which Schedule I Purchasers may not request registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued pursuant to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedmore than once every six months. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register as soon as possible under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the original requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders of Restricted Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such ; PROVIDED, HOWEVER, that if the proposed method of disposition specified by the original requesting holders shall be an underwritten public offeringPublic Offering, the Company may designate the managing underwriter number of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold included in such offeringan offering may be reduced (PRO RATA among the requesting holders of Restricted Stock based on the number of shares of Restricted Stock owned by any such holder on the date of such request out of the total outstanding shares of Company Capital Stock on that date) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In the event that the proposed method of disposition specified by the original requesting holders shall be an underwritten Public Offering, the original requesting holders may choose the managing underwriter (which approval shall be a nationally recognized investment banking firm), subject to the consent of the Company (which shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, conditioned or delayed. The the obligation of the Company shall be obligated to register Restricted Stock pursuant to under this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaidaforesaid (subject to any cutbacks as contemplated hereinabove), for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten Public Offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Company Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offeringPublic Offering), such inclusion or the inclusion of shares of any other holders would adversely affect the marketing of the Restricted Stock to be soldsold (and in such event, such shares to be sold by the Company for its own account or any other holders shall be reduced or eliminated before any reduction in the number of shares to be sold by requesting holders pursuant to Section 4(b)). Except as provided in this paragraph (c), the Company will not effect any other registration of Company Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) The Company shall not be obligated to file a registration statement relating to any registration request under this Section 4: (i) if with respect thereto the managing underwriter, the Commission, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such audit (and the Company shall, upon request of the parties demanding registration pursuant to this Section 4, use its reasonable efforts to cause such audit to be completed expeditiously and without unreasonable delay); or (ii) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of (i) the second business day after such conditions shall have ceased to exist and (ii) the 90th day after receipt by the Company of the written request from the holders of a majority of the outstanding Restricted Stock then held by the Schedule I Purchasers to register Restricted Stock under this Section 4.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 5 and Sections 56, 12(a7, 14(a) and 12(d14(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 5 or Section 5Sections 6 and 7, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 5 within 180 days 6 months after the effective date of a registration statement filed by the Company covering a firm commitment an underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 Sections 6 or 7 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 45, the Company shall immediately promptly notify all holders of Restricted Stock from whom notice has not been received and shall use all its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 5 on two occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaidaforesaid (unless voluntarily reduced by the requesting holders), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 45, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Following an initial public offering, except for registration statements on Form S-4, or Form S-8 (or their successors), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 5 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to the limitation expressed in Section --------------------- 5(b), at any time after the date which is six (6) months from the date of this AgreementAgreement that the Company is ineligible to use a Form S-3 to effect the registrations contemplated by Section 6 below, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holder or holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock," shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock Shares held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the holder or holders of the 1998 Warrant Shares shall -------- ------- have no registration rights with respect to such 1998 Warrant Shares pursuant to this Section 4 until June 30, 1999, provided further, however, that the only ---------------- ------- securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, provided further, however, that, in any ---------------- ------- underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 or under Section 6 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (ba) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall not be obligated to register the 1998 Warrant Shares pursuant to this Section 4 and pursuant to Section 6 on more than one occasion (for both sections) and shall not be obligated to register Restricted Stock (other than the 1998 Warrant Shares) pursuant to this Section 4 and pursuant to Section 6 on more than two occasions only(for both sections), provided, however, that such obligation shall be deemed satisfied -------- ------- only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun 75% of all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to may not include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 any shares of Common Stock to be sold by for the account of any person not entitled as of June 30, 1998 to registration rights with respect to such shares except for the shares of Common Stock to be issued to persons purchasing such shares in connection with the Company's private placement of 1,000,000 shares of Common Stock as described in the Company's Private Placement Offering memorandum dated February 15, 1996, all of which persons have brokerage accounts with Gilder, Gagnon, ▇▇▇▇ & Co. at the closing of such transaction (collectively, the "▇▇▇▇▇▇ Shares"). The Company for its own account, or may include in any issued and outstanding registration statement referred to in this Section 4 ▇▇▇▇▇▇ Shares and/or shares of Common Stock to be sold for its own account or for the account of any other holders of Common Stock who as of June 30, 1998 are entitled to "piggyback" or "incidental" rights to be included in the registration statement, in which case such registration statement shall be deemed to be a registration statement initiated by others except as the Company and shall be governed by the provisions of Section 5 below. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, registration statements registering the ▇▇▇▇▇▇ Shares and/or securities to be issued by the Company to the extent thatseller or sellers in connection with an acquisition by the Company and registration statements required to be filed for holders of Common Stock who as of June 30, in 1998 are entitled to "demand" registration rights, the opinion Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the managing underwriter (if such method period of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing distribution of the Restricted Stock to be soldregistration contemplated thereby, as described in Section 7.

Required Registration. After a Qualified IPO by the Corporation, if the Corporation shall be requested (ai) At any time after the date which is six (6) months from the date by holders of this Agreement, any two (2) at least 50% of the three outstanding Restricted Securities (3based on the underlying Class A Common Stock for which the Restricted Securities are convertible or exercisable) holders of Restricted Stock acting together as a group may request on two (2) separate occasions to effect the Company to register registration under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holdersShares, or (ii) after the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of first registration pursuant to this Section 4 and Sections 53.4, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number by one or more of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled Securities to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of effect the shares registration under the Securities Act of Restricted Stock as Shares having a proposed aggregate offering price equal to which or greater than $5,000,000, then the Corporation shall promptly give written notice of such proposed registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify to all holders of Restricted Stock from whom notice has not been received Securities, and thereupon the Corporation shall promptly use all reasonable its best efforts to register effect the registration under the Securities Act, Act of the Restricted Shares that the Corporation has been requested to register for public sale disposition as described in accordance with the method request of disposition specified in such notice from requesting holders, the number of shares holders of Restricted Stock specified in such notice (Securities and in all notices any response received by from any of the Company from other holders of Restricted Securities within 30 days after the giving of such the written notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, Corporation; provided, however, that such obligation the Corporation shall not be deemed satisfied only when a obligated to effect any registration statement covering at least under the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale Securities Act except in accordance with the method of disposition specified by following provisions and Section 3.7: (a) Subject to Section 3.6, the requesting holders, Corporation shall have not be obligated to file and cause to become effective; provided, further, however, that any effective more than two (2) registration proceeding begun statements in which Restricted Shares are registered under the Securities Act pursuant to this Section 4 which is subsequently withdrawn at the request 3.4, if all of the holders of a majority of the shares of Restricted Stock requested Shares offered pursuant to be registered shall count toward such two registration statements which are sold thereunder upon the holders of price and terms offered. (b) Notwithstanding the shares of Restricted Stock have foregoing, the right to cause the Company to effect Corporation may include in each such registration requested pursuant to this Section 4. (c) The Company shall be entitled to include in 3.4 any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, Corporation or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, if the number of shares of Common Stock so included pursuant to this clause (b) exceeds the number of Restricted Shares requested by the holders of Restricted Shares requesting such registration, then such registration shall be deemed to be sold a registration in accordance with and pursuant to Section 3.5; and provided further, however, that the inclusion of such previously authorized but unissued shares by the Corporation or issued and outstanding shares of Common Stock by others except as and to the extent thatin such registration does not adversely affect, in the sole opinion of the managing underwriter (if holders of Restricted Securities requesting such method of disposition shall be an underwritten public offering)registration, such inclusion would adversely affect the marketing ability of the holders of Restricted Stock Securities requesting such registration to be soldmarket the entire number of Restricted Shares requested by them.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) November 4, 2005, the holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued (or any lesser percentage if the reasonably anticipated aggregate price to the public of such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockpublic offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may will designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringregistered, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, howeverall such shares shall have been sold pursuant thereto, subject to underwriter's cutbacks due to the opinion of the managing underwriter that any registration proceeding begun the sale of all such shares would adversely affect the marketing of the Restricted Stock to be sold (it being understood that the obligation of the Company to register Restricted Stock pursuant to this Section 4 which is subsequently withdrawn at will not be satisfied if the request of the holders of a majority of underwriter's cutback reduces the shares of Restricted Stock requested of holders to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4by 10% or more). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Subject to the limitation expressed in Section 5(b), at any time after the date which is six (6) months from first anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holder or holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock," shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, provided further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. The rights provided in this Section 4 may not be exercised more than once in any twelve (12) month period. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall not be obligated to register Restricted Stock pursuant to this Section 4 on more than two occasions only, (for both sections) (at least one of the two occasions can be for a "shelf registration"); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun 75% of all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to may include in any registration statement referred requested pursuant to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 hereof any shares of Common Stock to be sold by the Company for sale for its own accountaccount or for the account of any other person entitled to "piggy-back" or "incidental rights" as of the date hereof , or any issued and outstanding shares provided that such inclusion shall not affect the number of Common Restricted Stock that can be sold in the related offering. In connection with an underwritten offering, if the managing underwriter advises the Company in writing that in its opinion the number of Restricted Stock requested by the holders of Restricted Stock to be registered exceeds the number which can be sold by others except as and to in such offering, the extent Company shall include in such registration statement the number of Restricted Stock that, in the opinion of the managing underwriter underwriter, can be sold as follows: (if such method i) first, the Restricted Stock requested to be registered, pro rata among the holders of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock that have requested their Restricted Stock to be soldregistered, (ii) second, Common Stock requested to be registered by holders of existing registration rights on the date hereof and (iv) third, any other Common Stock requested to be included in such registration.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as constituting at least a group majority of the total Restricted Stock outstanding at such time may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all any holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company); provided, however, that if the proposed method of disposition specified by the requesting holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced (pro rata among the requesting holders based on the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold included in such the offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the earlier of (i) --------------------- the effective date which is six of any registration statement covering a public offering of securities of the Company under the Securities Act and (6ii) months from the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the -------- shares of Restricted Stock for which registration has been requested shall (i) constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holder or holders, but in any event ; and (ii) have an anticipated aggregate public offering price of not less than 1,500,000 shares of Restricted Stock$5 million. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares and any other shares of Preferred Stock held by such holder at such time and the number preferred stock of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants any series hereafter acquired held by such holder at such time, provided, however, that the -------- ------- only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any -------- ------- ------- underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants any other shares of preferred stock of any series hereafter acquired to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such -------- ------- obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) Notwithstanding any other provision of this Section 4, if the --------- underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all holders of Restricted Stock which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Restricted Stock that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the holders of Restricted Stock on a pro rata basis according to the number of shares of Restricted Stock then outstanding held by each holder requesting registration; provided, however, that the number -------- ------- of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any shares of Restricted Stock excluded and withdrawn from such underwriting shall be withdrawn from the registration. (e) Notwithstanding the foregoing, if the Company shall furnish to holders requesting the filing of a registration statement pursuant to this Section 4, 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, 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, then 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 holders; provided, however, that the Company -------- ------- may notutilize this right more than once in any twelve (12) month period.

Required Registration. (a) At any time after the date which is earliest of (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) the holders of Senior Restricted Stock constituting at least two-thirds in interest of the three (3) holders total shares of Senior Restricted Stock acting together as a group then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Senior Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 2 and Sections 53, 12(a4, 11(a) and 12(d11(d), the term "Senior Restricted Stock" shall be deemed to include the number of shares of Senior Restricted Stock which would be issuable to a holder of Senior Preferred Shares upon conversion of all shares of Senior Preferred Shares held by such holder at such time, and the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2 or Section 5Sections 3 and 4, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may registration shall be made effected under this Section 4 2 within 180 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 Sections 3 or 4 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 42, the Company shall immediately notify all holders of Senior Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Senior Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Senior Restricted Stock pursuant to this Section 4 2 on two occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (ii) 75% of the shares of Senior Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of or with the holders written approval (which approval shall specifically reference this sentence) of the Senior Preferred Purchasers (other than as a result of a majority material adverse change in the business or financial condition of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect been sold pursuant to this Section 4thereto. (c) The Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall be entitled to include in will not file with the Commission any other registration statement referred with respect to in this Section 4its Common Stock, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company whether for its own accountaccount or that of other stockholders, or any issued and outstanding shares from the date of Common Stock receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby. For purposes of clarification, a registration statement filed pursuant to this Section 2 shall be sold by others except as and subject to the extent that, incidental rights described in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldSection 3.

Required Registration. (a) At any time after the date which is earliest of --------------------- (i) six months after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, (6ii) six months from after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (iii) the third anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the -------- shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which -------- ------- the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public -------- ------- ------- offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and the Founder and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders of Restricted Stock or the Founder within 30 20 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Board of Directors of the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock and Founder Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation -------- ------- shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted and Founder Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six earlier of (6i) months from 180 --------------------- days following the date consummation of this a Qualified Public Offering (as defined in the Stock Purchase Agreement) and (ii) June 15, any two (2) 2001, the Investor Stockholders holding Restricted Stock constituting at least 66 2/3% of the three (3) holders total shares of Restricted Stock acting together as a group held by Investor Stockholders then outstanding, ITI or Casty may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of -------- Restricted Stock for which registration has been requested shall constitute have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the lesser of (i) 50% of the total shares of Restricted Stock originally issued to "Minimum Offering Price"); provided further that neither ITI -------- ------- nor Casty shall request such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable registration prior to a holder Qualified Public Offering without the consent of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, -------- however, that, in any underwritten public offering contemplated by this Section ------- 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made required to file any registration statement under this Section 4 4, within 180 days such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement filed on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement")) as shall be determined in good faith by the Company covering a firm commitment managing underwriter of an underwritten public offering in which the holders of Restricted Stock offering, provided that such time period shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestednot exceed 180 days. (b) Following receipt Stock proposed to be sold by the parties participating in the demand registration of any notice Restricted Stock under this Section 4, pro rata based upon the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the --- ---- number of shares of Restricted Stock specified in proposed to be sold by such notice holders; and (and in all notices received by the Company from other holders within 30 days after the giving of such notice ii) second securities held by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to ------ register Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of the Investor Stockholders, ITI and Casty on two three occasions only, provided, however, that such obligation shall be deemed -------- ------- satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in demand notices received as aforesaiddelivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares designated in the notice shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4, 4 for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after If the date which is six (6) months from the date Company shall be requested by --------------------- holders of this Agreement, any two (2) at least a majority of the three (3) outstanding Shares to effect the Registration of Registrable Securities, then the Company shall promptly give written notice of such proposed Registration to all holders of Restricted Stock acting together as a group may request on two (2) separate occasions Shares, and thereupon the Company shall promptly use its best efforts to register under effect the Securities Act all or any portion Registration of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided Registrable Securities that the shares of Restricted Stock for which registration Company has been requested shall constitute at least to Register for disposition as described in the lesser request of (i) 50% such holders of Shares and in any response received from any of the total shares holders of Restricted Stock originally issued to Shares within ten (10) days or such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" longer period as shall be deemed to include set forth in the number notice, after the giving of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held the written notice by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, Company; provided, however, that the only securities which the ------------------ Company shall not be required obligated to register effect any Registration except in accordance with the following provisions: (a) The Company shall not be obligated to file and cause to become effective more than one (1) registration statement in which Registrable Securities are Registered pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by to this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested2.2. (b) Following receipt of any notice under this Section 4, Notwithstanding the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offeringforegoing, the Company may designate the managing underwriter of include in each such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock Registration requested pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that 2.2 any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, authorized but unissued shares of Common Stock to be sold (or authorized treasury shares) for sale by the Company for its own account, or any issued and outstanding shares of Common Stock for sale by others, provided, however, that, if the number of shares of Common Stock so included -------- ------- pursuant to this clause (b) exceeds the number of Registrable Securities requested by the holders of Shares requesting such Registration, then such Registration shall be deemed to be sold a Registration in accordance with and pursuant to Section 2.3; and provided further, however, that the inclusion of -------- ---------------- such previously authorized but unissued shares of Common Stock by the Company or issued and outstanding shares of Common Stock by others except in such Registration shall not prevent the holders of Shares requesting such Registration from registering the entire number of Registrable Securities requested by them. (c) The Company shall not be required to file a registration statement pursuant to this Section 2: (i) within six (6) months after any other registration by the Company (other than under "Excluded Forms," as and to defined in Section 2.3(a) below) or (ii) for six (6) months after the extent thatrequest for registration under this Section 2.2 if the Company is then engaged in negotiations regarding a material transaction which has not otherwise been publicly disclosed, in or such shorter period ending on the opinion of the managing underwriter (if date, whichever first occurs, that such method of disposition shall be an underwritten public offering)transaction is publicly disclosed, such inclusion would adversely affect the marketing of the Restricted Stock to be soldabandoned or consummated.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) July 31, 2006 and (ii) the date which that is six (6) months from after the first public offering after the date hereof of this Agreementsecurities by the Company, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares Stock upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereofthereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, no request may the Company shall not be made under this Section 4 within obligated to effect a registration (i) during the 180 days after day period commencing with the effective date of a registration statement filed by the Company covering a the first firm commitment underwritten public offering in which after the date hereof or (ii) if the Company delivers notice to the holders of the Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent within thirty (50%30) days of any registration request of the shares of Restricted Stock as Company's intent to which file a registration shall have been requestedstatement for an underwritten public offering within ninety (90) days. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two three occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Subject to Section 4(a) and except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file with the C▇▇▇▇▇▇▇▇n any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If, in the opinion of the managing underwriter, the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, the Company shall only include the number of shares that, in the reasonable opinion of such underwriter, can be sold without having an adverse effect on the marketing of such shares, to be allocated to each stockholder of the Company on a pro rata basis based on the total number of shares held by such holder and requested to be included in the registration; provided, however, that the number of shares of Restricted Stock to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first excluded from the underwriting and registration.

Required Registration. (a) At any time after the date which is earliest of (i) six (6) --------------------- months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, or (3ii) six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, the holders of Restricted Stock acting together as a group constituting at least 66- 2/3% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock -------- for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock then held by such holders, but in holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 3 and Sections 4, 5, 12(a) and 12(d), the term terms "holder(s) of Restricted Stock" and "Restricted Stock" shall be deemed to include (X) holders of Preferred Shares and the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock Shares held by such holder at such time time, (Y) holders of the NationsCredit Warrant and the number of shares of Restricted Class C Common Stock which would be issuable to a holder of Warrants the NationsCredit Warrant upon the exercise thereof, and (Z) holders of all Warrants held by such the Merchant Capital Warrant and the number of shares of Class B Common Stock or of Class A Common which would be issuable to a holder at such time, of the Merchant Capital Warrant upon the exercise thereof; provided, however, that the only securities which the Company -------- ------- shall be required to register pursuant hereto shall be shares of Class A Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after time, the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Securities (i) constituting at least 33% of the total Restricted Securities outstanding at such time (treating for the purpose of such computation the holders of Preferred Shares as the holders of the Common Stock acting together as then issuable upon conversion or exercise of such Preferred Shares) or (ii) who propose to register Restricted Securities having a group gross market value of at least $15,000,000 at the time of any request for registration thereof, may request on two (2) separate occasions the Company to register under the Securities Act all or any portion (or, if registration is requested pursuant to clause (ii) hereof, then Restricted Securities having a gross market value of not less than $15,000,000) of the shares of Restricted Stock Securities held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, -------- however, that the only securities which the Company shall be required to ------- register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following Promptly following receipt of any notice under this Section 44(a), the Company shall immediately notify all any holders of Restricted Stock Registrable Securities from whom notice has not been received and shall use all reasonable its best efforts to promptly register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holdersholders of Restricted Securities, the number of shares of Restricted Stock Securities specified in such notice (and in all any notices received by the Company from other holders and holders of Founders Stock within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, (i) the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of the shares of Restricted Stock to be sold in such offeringSecurities, which approval shall not be unreasonably withheld, conditioned or delayedand (ii) as and to the extent that, in the opinion of the managing underwriter, the inclusion of all Registrable Securities so requested to be registered would adversely affect the marketing of such Registrable Securities, then the number of shares of Registrable Securities so included shall be reduced, pro rata, in proportion to the number of shares requested to --- ---- be registered by each holder thereof. The Company shall be obligated to register Restricted Stock Securities and, if applicable, Founders Stock, pursuant to this Section 4 4(a) on two occasions only. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock Securities specified in notices received as aforesaidaforesaid (including any shares removed from any offering at the request of the underwriter, as hereinafter provided), for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that all such shares (excluding any registration proceeding begun over-allotment shares) shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Registrable Securities to be sold, in which case the number of shares to be registered shall be reduced first, by the holders of capital stock of the Company not entitled to participate in such registration under the terms of this Section 4, pro rata in proportion to the number of shares for --- ---- which each such holder has requested registration, second, by the Company, and, third, by the holders of Registrable Securities, pro rata in proportion to the --- ---- number of shares for which each holder has requested registration; provided that if any such registration statement shall be for the purpose of effecting the first underwritten public offering of Common Stock by the Company, then if, in the opinion of the managing underwriter, the inclusion of shares of Common Stock to be soldsold other than by the Company for its own account would adversely affect the marketing of the Common Stock to be sold by the Company, then the number of shares to be registered shall be reduced first, by the holders of capital stock of the Company not entitled to participate in such registration under the terms of this Section 4, pro rata in proportion to the number of shares for which each --- ---- such holder has requested registration, and second, by the holders of Registrable Securities, pro rata in proportion to the number of shares for which --- ---- each such holder has requested registration, provided that there shall be no -------- such reductions in the number of shares to be registered if such underwritten public offering shall not have been consummated. Except as provided in this paragraph (c), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after the date which is six first to occur of (6i) months from the date six months after a registrations statement covering the initial public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, (3ii) the date six months after the Company becomes a reporting Company under Section 12 of the Exchange Act, and (iii) June 1, 2001, the holders of Restricted Stock acting together as constituting at least 20% of the total shares of Restricted Stock then eligible to make such a group demand may request on two (2) separate occasions the Company to register under the Securities Act (in an underwritten public offering if the Company is not already a public company), all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the Company's founder and principal stockholder, Sky ▇. ▇▇▇▇▇▇, shall not be eligible to make or participate in the making of such a demand, or sell shares of Common Stock pursuant to a demand made under this Section 2, for a period of 360 days after the effective date of the registration statement for the Company's initial public offering, and PROVIDED FURTHER that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued reasonably be anticipated to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants have an aggregate value to the underwriters for conversion or exercise, respectively, and sale public in excess of the shares of Common Stock issued upon conversion thereof$5,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 2 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock stock shall have been entitled to join pursuant to Section 5 Sections 3 or 4 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 42, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At Beginning at any time after the date which is six (6) months three years from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least seventy-five percent (75%) in interest of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares aggregate price to the public of Restricted Stock for which registration has been requested such offering would exceed $5,000,000 and provided that if such request occurs prior to the Company's initial public offering such request shall constitute at least be subject to the lesser of (i) 50% opinion of the total shares managing underwriter that such an offering would not adversely affect the marketing of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stockshares. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, ; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders Investors (other than as a result of a majority material adverse change in the business or financial condition of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock requested shall have been sold pursuant thereto. The Company shall not be obligated to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect register, pursuant to this Section 4, the Restricted Stock of any holder who fails to provide promptly to the Company such information as the Company may reasonably request at any time to enable the Company to comply with any applicable law or regulation or to facilitate preparation of the registration statement. (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own accountaccount or such other holders, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If the holders requesting such registration intend to distribute the Restricted Stock covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 4 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 4 shall be conditioned upon such holder's agreeing to participate in such underwriting and to permit inclusion of such holder's Restricted Stock in the underwriting. If such method of disposition is an underwritten public offering, the holders of at least a majority in interest of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. A holder may elect to include in such underwriting all or a part of the Restricted Stock it holds. (e) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, after any shares to be sold by the Company or other holders of Common Stock have been excluded, shares to be sold by the holders of Restricted Stock shall be excluded in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At any time Within 30 days after the date which is six (6) months from the date of this AgreementLast Potential Closing Date, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company shall use its best efforts to register prepare and file a registration statement under the Securities Act all Act, on a Form S-2 or any portion other appropriate form selected by the Company, covering the Shares and Warrant Stock and shall use its commercially reasonable efforts to cause such registration statement to become effective within 120 days following the Last Potential Closing Date (the "Effectiveness Deadline Date") and to remain effective until the earlier to occur of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of date (i) 50% of the total shares of Restricted Stock originally issued to such holderscovered thereby have been sold, or (ii) the remaining shares of by which all Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request covered thereby may be made sold under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedRule 144, without volume limitations. (b) Following receipt the effectiveness of any notice under a registration statement filed pursuant to this Section 4section, the Company shall immediately notify all holders may, at any time, suspend the effectiveness of such registration for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of shares of Restricted Stock from whom notice has not been received and Stock, if the Company shall use all reasonable efforts have determined that the Company may be required to register under disclose any material corporate development which disclosure may have a Material Adverse Effect on the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number Company. The Holders of shares of Restricted Stock specified in such notice (and in all notices received by acknowledge that the Company from other holders within 30 days after is required to file a post-effective amendment to its registration statements on Form S-2 upon the giving filing of such notice by each of its quarterly and annual reports with the Commission and therefore a Suspension Period will occur between the Company). If such method 's filing of disposition shall be an underwritten public offering, its quarterly or annual report and the Company may designate filing of the managing underwriter of such offering, subject post-effective amendment to the approval registration statement on Form S-2. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 120 days) may occur in immediate succession. The Company shall use its best efforts to limit the duration and number of the holders any Suspension Periods. The Holders of a majority of the shares of Restricted Stock to be sold in such offeringagree that, which approval shall not be unreasonably withheldupon receipt of any notice from the Company of a Suspension Period, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser Holders of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% shall forthwith discontinue disposition of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with covered by such registration statement or prospectus until the method Holders of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (ci) The Company shall be entitled to include are advised in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold writing by the Company for its own accountthat the use of the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any issued and outstanding shares of Common Stock additional or supplemental filings which are incorporated or deemed to be sold incorporated by others except as and to the extent that, in the opinion of the managing underwriter (if reference into such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldprospectus.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) The holders of Restricted Stock acting together as a group constituting at least twenty percent (20%) in interest of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time; PROVIDED, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; PROVIDED, and providedFURTHER, further, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and or Warrants shall be entitled to sell such Preferred Shares and or Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Preferred Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only; PROVIDED, provided, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holdersholders shall have, shall have become effective; provided, further, however, that any effective or if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders of Restricted Stock (other than as a majority result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the have been sold pursuant thereto (not including shares of Restricted Stock have the right to cause the Company to effect eligible for sale pursuant to this Section 4the underwriters' over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded and in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At Subject to Section 13(f) of this Agreement, at any time after the earlier of June 21, 2001 or the date which that is six (6) months from after the date of this Agreement, any two (2) consummation of the three Company's first underwritten public offering, (3i) the holders of Restricted Stock acting (excluding for purposes of this clause (i) Conversion Shares relating to the Series C Preferred Stock) constituting at least sixty percent (60%) in interest of the total shares of such Restricted Stock then outstanding, taken together as a group single class or (ii) the holders of Restricted Stock relating to the Series C Preferred Stock constituting at least sixty percent (60%) in interest of the total shares of such Restricted Stock then outstanding, taken together as a single class, may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 (unless otherwise specified herein) and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Purchased Shares upon conversion of all shares of Convertible Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, ; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Purchased Shares and Warrants shall be entitled to sell such Preferred Purchased Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requestedor 6. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock and Purchased Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 Sections on two occasions only, only for each class of holders specified in Section 4(a)(i) and 4(a)(ii); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders (i) shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any all such shares shall have been sold pursuant thereto or (ii) if such registration proceeding begun pursuant statement has been withdrawn prior to this Section 4 which is subsequently withdrawn the consummation of the offering at the request of the holders Investors (other than as a result of a majority material adverse change in the business, prospects or condition, financial or otherwise, of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4Company). (c) The Company (or at the option of the Company, the holders of Common Stock) shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company or such other holders for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, any Conversion Shares to be sold by the holders of Restricted Stock shall be excluded only after any Registrable Common Shares and shares to be sold by holders of Common Stock other than the holders of Restricted Stock have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders of the Conversion Shares pro rata based on their ownership of Restricted Stock.

Required Registration. (a) At Subject to the limitation expressed in Section 5(b), at any time after the date which is six (6) months from first anniversary of the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group constituting at least 50% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holder or holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock," shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, provided further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. The rights provided in this Section 4 may not be exercised more than once in any twelve (12) month period. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall not be obligated to register Restricted Stock pursuant to this Section 4 on more than two occasions only, (at least one of the two occasions can be for a "shelf registration"); provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun 75% of all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to may include in any registration statement referred requested pursuant to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 4 any shares of Common Stock to be sold by the Company for sale for its own accountaccount or for the account of any other person entitled to "piggy-back" or "incidental rights" as of the date hereof; provided, or any issued and outstanding that such inclusion shall not affect the number of shares of Common Restricted Stock that can be sold in the related offering. In connection with an underwritten offering, if the managing underwriter advises the Company in writing that in its opinion the number of shares of Restricted Stock requested by the holders of Restricted Stock to be registered exceeds the number which can be sold by others except as and to in such offering, the extent Company shall include in such registration statement the number of shares of Restricted Stock that, in the opinion of the managing underwriter underwriter, can be sold as (if such method i) first, the Restricted Stock requested to be registered, pro rata among the holders of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock that have requested their Restricted Stock to be soldregistered, (ii) second, Common Stock requested to be registered by holders of existing registration rights on the date hereof, and (iii) third, any other Common Stock requested to be included in such registration.

Required Registration. (a) At any time after the date which is earlier of (i) six (6) months from the date after any registration statement covering a public offering of this Agreement, any two (2) securities of the three Company under the Securities Act shall have become effective, and (3ii) November 8, 1996, the holders of Restricted Stock acting together as a group constituting at least 40% of the total shares of Restricted Stock then outstanding may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 5020% of the total shares of Restricted Stock originally issued to if such holders, holder or (ii) holders shall request the remaining registration of less than all shares of Restricted Stock then held by such holders, but in holder or holders (or any event not less than 1,500,000 shares lesser percentage if the reasonably anticipated aggregate price to the public of Restricted Stocksuch public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 12(a6, 13(a) and 12(d13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, providedPROVIDED, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5Sections 5 and 6, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section Sections 5 or 6 and in which there shall have been effectively registered at least fifty percent (50%) of the all shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offeringCompany, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4, ▇-▇ ▇▇ any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) At any time after time, (i) the date which is six (6) months from the date holders of this Agreement, any two (2) Electra Restricted Securities constituting at least a majority of the three total Electra Restricted Securities outstanding at such time (3treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock acting together constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as a group the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Nassau Restricted Stock Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holdersPROVIDED, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, howeverHOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 4, 5 or Section 56 hereof, the other holders of Preferred Shares and Stock or Warrants shall be entitled to sell such Preferred Shares and Stock or Warrants to the underwriters for conversion or exercise, respectively, exchange and the sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything such conversion; PROVIDED FURTHER, HOWEVER, that if the Warrants are to be sold to the contrary contained hereinunderwriters, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) be deducted from the proceeds due to the selling holder the aggregate exercise price required to be paid by such holder upon exercise of the shares of Restricted Stock as to which registration shall have been requestedWarrants. (b) Following Promptly following receipt of any notice under this Section 4, the Company shall immediately notify all (i) any holders of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock from whom notice has not been received and (ii) any other holders of Restricted Stock, and shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all any notices received by the Company from other holders within 30 20 days after the giving their receipt of such notice by from the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling holders of a majority of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the shares of Restricted Stock to be sold in such offeringcase may be, requesting registration under the Securities Act, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall only be obligated to register Nassau Restricted Securities or Primary Restricted Stock pursuant to a demand by each such holder under this Section 4 on two occasions onlyone occasion and shall only be obligated to register Electra Restricted Securities pursuant to a demand by such holder under this Section 4 on one occasion. Notwithstanding anything to the contrary contained herein, provided, however, that such the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total all shares of Nassau Restricted Stock originally issued Securities, Electra Restricted Securities or (ii) 75% of the shares of Primary Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holdersholder, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request . (c) The number of the holders of a majority of the shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the requesting holders based upon the number of shares so requested to be registered shall count toward registered, treating for purposes of such two registration statements which computation (i) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (ii) the holders of Common Warrants, if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Common Warrants, and (iii) the holder of the Series B Warrants, if then outstanding, as the holder of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein; PROVIDED, HOWEVER, if a demand registration is a request by holders of Nassau Restricted Stock have Securities, Electra Restricted Securities or Primary Restricted Securities pursuant to subpart (a) of this Section 4 to register and sell Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the right case may be, in the Initial Public Offering, and the managing underwriters advise the Company in writing that in their opinion the number of (A) Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the case may be, requested to cause be included in the offering, (B) securities desired by the Company to effect be included in such offering and pro rata among the Holders of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, respectively, owned by each such holder, and (C) if permitted hereunder, other securities requested to be included in such offering, exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering, there shall be included in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Nassau Restricted Securities or Electra Restricted Securities, as the case may be, requested to be included in such registration, and PRO RATA among the holders of Nassau Restricted Securities or Electra Restricted Securities, as applicable, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, owned by each such holder, or PRO RATA among the holders of Nassau Restricted Securities and Electra Restricted Securities if such demand registration is a request by holders of Nassau Restricted Securities and holders of Electra Restricted Securities pursuant to subpart (a) of this Section 4 and (iii) third, other securities requested to be included in such registration by holders of the Restricted Stock; PROVIDED, FURTHER, HOWEVER, if a demand registration is a request by holders of Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities pursuant to subpart (a) of this Section 4 to register and sell Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as the case may be, subsequent to the Initial Public Offering, and the managing underwriters advise the Company in writing that in their opinion the number of (A) Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Securities, as applicable, requested to be included in the offering, (B) securities desired by the Company to be included in such offering and PRO RATA among the Holders of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as applicable, owned by each such holder, and (C) if permitted hereunder, other securities requested to be included in such offering, exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering, there shall be included in such registration (i) first, the Nassau Restricted Securities or Electra Restricted Securities, as the case may be, requested to be included in such registration, PRO RATA among the holders of such Nassau Restricted Securities or Electra Restricted Securities, as applicable, on the basis of the amount of Nassau Restricted Securities or Electra Restricted Securities, as the case may be, owned by each holder, or PRO RATA among the holders of Nassau Restricted Securities and Electra Restricted Securities if such demand registration is a request by holders of Nassau Restricted Securities and Electra Restricted Securities pursuant to subpart (a) of this Section 4 (ii) second, the securities the Company proposes to sell, and (iii) third, other securities requested to be included in such registration. (d) Subject to subpart (c) of this Section 4. (c) The , the Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock to be sold. Except as provided in this paragraph (d), the Company will not effect any other registration of its Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (e) Notwithstanding anything to the contrary contained in this Section 4, the Company shall not be required to take any action to effect any registration pursuant to this Section 4: (i) if in the case of the Initial Public Offering, the securities covered by such registration statement will not have an aggregate offering price of at least $25,000,000.00; (ii) if the Company intends in good faith to file a registration statement pertaining to an underwritten public offering of securities for the account of the Company within 90 days after receipt of a notice under Section 4(a), and the Company so notifies the requesting holder of its intention in accordance with Section 6; or (iii) if the holders of a majority of the Additional Restricted Securities have requested pursuant to Section 5 that the Company file a registration statement pertaining to an underwritten public offering of securities at any time within 180 days prior to the receipt by the Company of a notice under Section 4(a).

Required Registration. (a) At any time after the earlier of (i) three (3) years from the date which is hereof and (ii) six (6) months from after the date Company’s Initial Public Offering, the holders of this Agreement, any two more than seventy percent (270%) of the three (3) holders then outstanding shares of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders having an aggregate offering price (based on the market price or fair value at the time of such request) of at least $15,000,000 for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and ; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 2 or Section 5Sections 3 and 4, the holders of the Preferred Shares and Warrants Stock shall be entitled to sell such Preferred Shares and Warrants Stock to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 42, the Company shall immediately promptly notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within thirty (30) days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock; provided, however, that if in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section 2 would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock. The Company shall use all reasonable its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified described in such notice from requesting holdersparagraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of underwriters right to scale back as above. The Company’s obligation to register the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the all shares of Restricted Stock specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting holders, holders shall have become effective; providedeffective and, furtherif such method of disposition is a firm commitment underwritten public offering, however, that any registration proceeding begun all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 which is subsequently withdrawn at 2 after the request effective date of a registration statement filed by the Company and prior to the later to occur of the holders of a majority completion of the shares period of Restricted Stock requested to be registered shall count toward distribution for such two offering or 90 days after the effective date of such registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4statement. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, 2 shares of Common Stock to be sold by the Company for its own accountaccount and for the account of other holders of Stock, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering)underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-▇, ▇-▇ or any successor forms thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 2 until the completion of the period of distribution of the registration contemplated thereby. (d) In connection with any underwritten public offering pursuant to this Section 2 or Section 4, holders of a majority of the outstanding shares of Restricted Stock requesting the registration of shares may designate the managing underwriter of such offering, subject to the approval of the Company which approval shall not be unreasonably withheld, delayed or conditioned. The right of any holder to include its Restricted Stock in such registration statement pursuant to Section 2 or Section 3 as the case may be, shall be conditioned upon such holder’s participation in such underwriting on the terms set forth herein.

Required Registration. Subject to limitations on timing and number of shares referred to below, if, on not more than two occasions, one or more holders of at least a majority of the shares of Buyer Common Stock issued pursuant to Article I hereof which then are entitled to a demand registration under this Article V (a) At adjusted as appropriate for any time stock splits, stock dividends, recapitalizations or similar events occurring after the date which is six Effective Time) (6the "Registrable Shares") months and not previously sold shall notify Buyer in writing that they intend to offer or cause to be offered for public sale shares of Buyer Common Stock issued pursuant to Article I, Buyer will so notify all stockholders who have received Buyer Common Stock pursuant to Article I (collectively, the "Holders"). Upon written request of any Holder given to Buyer within 15 days after the receipt by such Holder from Buyer of such notification, Buyer will prepare and file with the date of this Agreement, any two (2) SEC a registration statement on Form S-3 or other appropriate form and use its best efforts to cause such of the three shares of Buyer Common Stock as may be requested by all such Holders (3including the Holder or Holders giving the initial notice of intent to offer) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register be registered under the Securities Act all or any portion as expeditiously as possible; provided, however, that Buyer shall have the right to defer filing a registration statement for a period of not more than 45 days after receipt of notice from the Holders, provided Buyer furnishes to the holders of Registrable Shares a certificate of the shares President of Restricted Stock held by such requesting holders for sale Buyer stating that in the manner specified in such notice, provided that good faith judgment of the shares Board of Restricted Stock for which Directors of Buyer the registration has been requested shall constitute at least and distribution of the lesser of Registrable Shares would either (i) 50% of the total materially and adversely interfere with any previously announced business combination involving Buyer pursuant to which Buyer would issue, in connection with such transaction, shares of Restricted Stock originally issued to such holdersBuyer Common Stock, or (ii) the remaining result in detrimental premature disclosure of any material pending financing, acquisition, corporate reorganization or corporate development involving Buyer. If Buyer determines to include shares of Restricted Stock held to be sold by such holders, but it in any event not less than 1,500,000 shares of Restricted Stock. For purposes of registration requested pursuant to this Section 4 and Sections 5, 12(a) and 12(dSubsection 5.1(a), the term "Restricted Stock" such registration shall be deemed to include the number have been a registration under Subsection 5.1(b). Notwithstanding a registration of shares of Restricted Stock which would be issuable Registrable Shares, Holders may only sell pursuant to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants registration to the underwriters for conversion or exercise, respectively, extent consistent with the amount and sale of the shares of Common Stock issued upon conversion thereoftime limitations in Section 6.5 below. Notwithstanding anything to the contrary contained herein, no request may Buyer shall not be made required under this Section 4 Subsection 5.1 (a) to register any Registrable Shares which may, at the proposed time of registration, be sold during a three month period without registration within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) limitation of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time ("Rule 144"). In connection with any registration pursuant to this Section 5.1(a) involving an offering in which securities of Buyer are sold to an underwriter for reoffering to the public sale pursuant to an effective registration statement under the Securities Act (an "Underwritten Offering"), Buyer shall (together with all Holders proposing to distribute their securities through such Underwritten Offering) enter into an underwriting agreement in accordance customary form with the method representative of disposition specified in the underwriter or underwriters of recognized national or regional standing selected for such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received Underwritten Offering by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders Holders of a majority of the shares of Restricted Stock Registrable Shares proposed to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4registration. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, providedPROVIDED, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and providedPROVIDED, furtherFURTHER, howeverHOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%) of the shares of Restricted Stock as to which registration shall have been requested. (b) Following receipt of any notice under this Section 4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use all reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, providedPROVIDED, howeverHOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; providedPROVIDED, furtherFURTHER, howeverHOWEVER, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold.

Required Registration. (a) At any time after the date which is six (6) months from the date of this AgreementThe Company shall, any within two (2) months after the Last Closing of the three Offering of the Preferred Stock, file a registration statement on Form S-1 (3or other suitable form), or a post-effective amendment to an effective registration statement (collectively, a "Registration Statement") holders at the Company's discretion, but subject to the reasonable approval of Restricted Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock acting together or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Five Million Five Hundred Thousand (5,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as a group may request on two (2) separate occasions are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company to register under determines, which determination shall be made by the Securities Act all Company within five (5) business days after the last business day of each month after the Due Date or is notified at any portion time by a Holder, that the Registration Statement does not cover a sufficient number of the shares of Restricted Common Stock held by such requesting holders for sale in to effect the manner specified in such notice, provided that the resales of a number of shares of Restricted Common Stock for which registration has been requested shall constitute at least the lesser equal to one hundred twenty five percent (125%) of (i) 50% of the total shares of Restricted Stock originally issued to such holders, or (ii) the remaining shares of Restricted Stock held by such holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Common Stock which would be issuable to a holder of Preferred Shares each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Determination of the Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (also an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Preferred Common Stock held by such holder at such time and equal to one hundred fifty percent (150%) of the number of shares of Restricted Common Stock which would be issuable to a holder each Subscriber upon conversion of Warrants all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all Warrants the outstanding Warrants. If the Registration Statement is not filed within two (2) months after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by such holder at such timeSubscriber, providedaccruing daily until the Registration Statement is filed, howeverpayable in cash or Common Stock, that as set forth below ("Late Filing Payment"). If the only securities which Registration Statement is not declared effective by the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall be required pay the Subscribers an amount equal to register two (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant hereto to Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be shares payable in Common Stock for the first three (3) months of accrual of such payments, and thereafter shall be payable in Common Stock or cash, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such late Filing Payment or Late Registration Payment shall be paid to such Subscriber within five (5) business days following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to be paid in Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the holders of Preferred Shares and Warrants Company shall be entitled to sell such Preferred Shares and Warrants issue to the underwriters for conversion or exercise, respectively, and sale Subscriber the number of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this determined as set forth in Section 4 within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least fifty percent (50%5(a) of the Certificate of Designation, plus an additional number of shares of Restricted Common Stock attributable to such share of Preferred Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price With respect to which the Preferred Stock, "Conversion Price" has the definition ascribed to it in the Certificate of Designation. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. The Company covenants to use its best efforts to use Form S-1 for the registration shall have been requestedrequired by this Section during all applicable times contemplated by this Agreement. (b) Following receipt of any notice The Registration Statement shall be prepared as a "shelf" registration statement under this Section 4Rule 415, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use be maintained effective until all reasonable efforts Registrable Securities cease to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the holders of a majority of the shares of Restricted Stock to be sold in such offering, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least the lesser of (i) 50% of the total shares of Restricted Stock originally issued or (ii) 75% of the shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective; provided, further, however, that any registration proceeding begun pursuant to this Section 4 which is subsequently withdrawn at the request of the holders of a majority of the shares of Restricted Stock requested to be registered shall count toward such two registration statements which the holders of the shares of Restricted Stock have the right to cause the Company to effect pursuant to this Section 4exist. (c) The Company shall be entitled represents that it is presently eligible to include in any effect the registration statement referred contemplated hereby on Form S-1 and will use its best efforts to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock continue to be sold by the Company for its own account, or any issued and outstanding shares of Common Stock take such actions as are necessary to be sold by others except as and to the extent that, in the opinion of the managing underwriter (if maintain such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be soldeligibility.